ex41to8k07319_12212009.htm


    Exhibit 4.1

    
      
        


      

       

      ____________________________________

       

      GENCORP
INC.

       

      AND

       

      THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

       

      AS
TRUSTEE

       

      


      4.0625%
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2039

       

      ____________________________________

       

      Indenture

       

      Dated as
of December 21, 2009

       

      ____________________________________

       

      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Reconciliation
and tie between Trust Indenture Act

          of 1939
and Indenture, dated as of December 21, 2009

           

          
            	
                    Trust Indenture Act Section

                  	
                    Indenture Section

                  
	 	 
	
                    §
      310(a)(1)                                                                                                     

                  	
                    7.10

                  
	
                    (a)(2)                                                                                                     

                  	
                    7.10

                  
	
                    (a)(3)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    (a)(4)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    (a)(5)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    (b)                                                                                                     

                  	
                    7.08,
      7.10

                  
	
                    (c)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    §
      311(a)                                                                                                     

                  	
                    7.11

                  
	
                    (b)                                                                                                     

                  	
                    7.11

                  
	
                    (c)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    §
      312(a)                                                                                                     

                  	
                    2.05

                  
	
                    (b)                                                                                                     

                  	
                    10.03

                  
	
                    (c)                                                                                                     

                  	
                    10.03

                  
	
                    §
      313(a)                                                                                                     

                  	
                    7.06

                  
	
                    (b)(1)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    (b)(2)                                                                                                     

                  	
                    7.06

                  
	
                    (c)                                                                                                     

                  	
                    7.06

                  
	
                    (d)                                                                                                     

                  	
                    7.06

                  
	
                    §
      314(a)                                                                                                     

                  	
                    402,
      403

                  
	
                    (c)(1)                                                                                                     

                  	
                    10.04

                  
	
                    (c)(2)                                                                                                     

                  	
                    10.04

                  
	
                    (c)(3)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    (e)                                                                                                     

                  	
                    4.03

                  
	
                    (f)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    §
      315(a)                                                                                                     

                  	
                    7.01

                  
	
                    (b)                                                                                                     

                  	
                    7.05

                  
	
                    (c)                                                                                                     

                  	
                    7.01

                  
	
                    (d)                                                                                                     

                  	
                    7.01

                  
	
                    (e)                                                                                                     

                  	
                    6.11

                  
	
                    §
      316(a) (last
      sentence)                                                                                                     

                  	
                    2.10

                  
	
                    (a)(l)(A)                                                                                                     

                  	
                    6.05

                  
	
                    (a)(l)(B)                                                                                                     

                  	
                    6.04

                  
	
                    (a)(2)                                                                                                     

                  	
                    Not
      Applicable

                  
	
                    (b)                                                                                                     

                  	
                    6.07

                  
	
                    §
      317(a)(1)                                                                                                     

                  	
                    6.08

                  
	
                    (a)(2)                                                                                                     

                  	
                    6.09

                  
	
                    (b)                                                                                                     

                  	
                    2.04

                  
	
                    §
      318(a)                                                                                                     

                  	
                    10.01

                  


          

           

          Note:           This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          Table of Contents

           

          
            
              	 	 	Page
	 	 	 
	
                      Article I

                    	
                      DEFINITIONS

                    	
                      1

                    
	 
      	 
      	 
      
	
                      Section
      1.01.

                    	
                      Definitions

                    	
                      1

                    
	
                      Section
      1.02.

                    	
                      Other
      Definitions

                    	
                      10

                    
	
                      Section
      1.03.

                    	
                      Incorporation
      by Reference of Trust Indenture Act

                    	
                      11

                    
	
                      Section
      1.04.

                    	
                      Rules
      of Construction. Unless the context otherwise requires:

                    	
                      12

                    
	 
      	 
      	 
      
	
                      Article
      II

                    	
                      THE
      DEBENTURES

                    	
                      12

                    
	 
      	 
      	 
      
	
                      Section
      2.01.

                    	
                      Form
      and Dating

                    	
                      12

                    
	
                      Section
      2.02.

                    	
                      Execution
      and Authentication

                    	
                      14

                    
	
                      Section
      2.03.

                    	
                      The
      Trustee Registrar, Paying Agent and Conversion Agent

                    	
                      15

                    
	
                      Section
      2.04.

                    	
                      Paying
      Agent to Hold Money in Trust

                    	
                      15

                    
	
                      Section
      2.05.

                    	
                      Holder
      Lists

                    	
                      16

                    
	
                      Section
      2.06.

                    	
                      Legends;
      Transfer Restrictions

                    	
                      16

                    
	
                      Section
      2.07.

                    	
                      Transfer
      and Exchange

                    	
                      16

                    
	
                      Section
      2.08.

                    	
                      Replacement
      Debentures

                    	
                      20

                    
	
                      Section
      2.09.

                    	
                      Outstanding
      Debentures

                    	
                      21

                    
	
                      Section
      2.10.

                    	
                      When
      Treasury Debentures Disregarded

                    	
                      22

                    
	
                      Section
      2.11.

                    	
                      Temporary
      Debentures; Definitive Securities

                    	
                      22

                    
	
                      Section
      2.12.

                    	
                      Cancellation

                    	
                      23

                    
	
                      Section
      2.13.

                    	
                      Defaulted
      Interest

                    	
                      23

                    
	
                      Section
      2.14.

                    	
                      CUSIP
      Number

                    	
                      24

                    
	
                      Section
      2.15.

                    	
                      Interest
      Payable in Cash or Common Stock

                    	
                      24

                    
	
                      Article
      III

                    	
                      REDEMPTION
      AND REPURCHASE OF DEBENTURES

                    	
                      25

                    
	
                      Section
      3.01.

                    	
                      Redemption
      of Debentures at the Option of the Company

                    	
                      25

                    
	
                      Section
      3.02.

                    	
                      Repurchase
      at the Option of the Holders

                    	
                      29

                    
	
                      Section
      3.03.

                    	
                      Repurchase
      Upon Fundamental Change at the Option of the Holders

                    	
                      30

                    
	
                      Section
      3.04.

                    	
                      General
      Provisions Applicable to Repurchases

                    	
                      32

                    
	 
      	 
      	 
      
	
                      Article
      IV

                    	
                      COVENANTS

                    	
                      33

                    
	 
      	 
      	 
      
	
                      Section
      4.01.

                    	
                      Payment
      of Debentures

                    	
                      33

                    
	
                      Section
      4.02.

                    	
                      Reports

                    	
                      34

                    
	
                      Section
      4.03.

                    	
                      Compliance
      Certificate

                    	
                      34

                    
	
                      Section
      4.04.

                    	
                      Maintenance
      of Office or Agency

                    	
                      35

                    
	
                      Section
      4.05.

                    	
                      Continued
      Existence

                    	
                      35

                    
	
                      Section
      4.06.

                    	
                      Appointments
      to Fill Vacancies in Trustee’s Office

                    	
                      35

                    
	
                      Section
      4.07.

                    	
                      Stay,
      Extension and Usury Laws

                    	
                      35

                    
	
                      Section
      4.08.

                    	
                      Taxes
      and Other Claims

                    	
                      35

                    
	
                      Section
      4.09.

                    	
                      Increased
      Interest Rate

                    	
                      35

                    
	
                      Section
      4.10.

                    	
                      Additional
      Interest Notice

                    	
                      36

                    
	 
      	 
      	 
      


               

              
                
                  
                  

                

                
                  ii

                  
                    

                  

                

                
                  
                  

                

              

               

              
                Table of Contents

                (continued)

              

               

              	 	 	 Page
	 	 	 
	
                      Article
      V

                    	
                      SUCCESSORS

                    	
                      37

                    
	 
      	 
      	 
      
	
                      Section
      5.01.

                    	
                      When
      the Company May Merge, Etc

                    	
                      37

                    
	
                      Section
      5.02.

                    	
                      Successor
      Corporation Substituted

                    	
                      38

                    
	
                      Section
      5.03.

                    	
                      Purchase
      Option on Fundamental Change

                    	
                      38

                    
	 
      	 
      	 
      
	
                      Article
      VI

                    	
                      DEFAULTS
      AND REMEDIES

                    	
                      38

                    
	 
      	 
      	 
      
	
                      Section
      6.01.

                    	
                      Events
      of Default

                    	
                      38

                    
	
                      Section
      6.02.

                    	
                      Acceleration

                    	
                      40

                    
	
                      Section
      6.03.

                    	
                      Other
      Remedies

                    	
                      41

                    
	
                      Section
      6.04.

                    	
                      Waiver
      of Past Defaults

                    	
                      41

                    
	
                      Section
      6.05.

                    	
                      Control
      by Majority

                    	
                      41

                    
	
                      Section
      6.06.

                    	
                      Limitation
      on Suits

                    	
                      41

                    
	
                      Section
      6.07.

                    	
                      Rights
      of Holders to Receive Payment

                    	
                      42

                    
	
                      Section
      6.08.

                    	
                      Collection
      Suit by Trustee

                    	
                      42

                    
	
                      Section
      6.09.

                    	
                      Trustee
      May File Proofs of Claim

                    	
                      42

                    
	
                      Section
      6.10.

                    	
                      Priorities

                    	
                      42

                    
	
                      Section
      6.11.

                    	
                      Undertaking
      for Costs

                    	
                      43

                    
	 
      	 
      	 
      
	
                      Article
      VII

                    	
                      THE
      TRUSTEE

                    	
                      43

                    
	 
      	 
      	 
      
	
                      Section
      7.01.

                    	
                      Duties
      of the Trustee

                    	
                      43

                    
	
                      Section
      7.02.

                    	
                      Rights
      of the Trustee

                    	
                      44

                    
	
                      Section
      7.03.

                    	
                      Individual
      Rights of the Trustee

                    	
                      46

                    
	
                      Section
      7.04.

                    	
                      Trustee’s
      Disclaimer

                    	
                      46

                    
	
                      Section
      7.05.

                    	
                      Notice
      of Defaults

                    	
                      47

                    
	
                      Section
      7.06.

                    	
                      Reports
      by the Trustee to Holders

                    	
                      47

                    
	
                      Section
      7.07.

                    	
                      Compensation
      and Indemnity

                    	
                      47

                    
	
                      Section
      7.08.

                    	
                      Replacement
      of the Trustee

                    	
                      48

                    
	
                      Section
      7.09.

                    	
                      Successor
      Trustee by Merger, Etc.

                    	
                      49

                    
	
                      Section
      7.10.

                    	
                      Eligibility,
      Disqualification

                    	
                      49

                    
	
                      Section
      7.11.

                    	
                      Preferential
      Collection of Claims Against Company

                    	
                      49

                    
	 
      	 
      	 
      
	
                      Article
      VIII

                    	
                      SATISFACTION
      AND DISCHARGE OF INDENTURE

                    	
                      50

                    
	 
      	 
      	 
      
	
                      Section
      8.01.

                    	
                      Discharge
      of Indenture

                    	
                      50

                    
	
                      Section
      8.02.

                    	
                      Deposited
      Monies to be Held in Trust by Trustee

                    	
                      50

                    
	
                      Section
      8.03.

                    	
                      Paying
      Agent to Repay Monies Held

                    	
                      50

                    
	
                      Section
      8.04.

                    	
                      Return
      of Unclaimed Monies

                    	
                      50

                    
	
                      Section
      8.05.

                    	
                      Reinstatement

                    	
                      51

                    
	 
      	 
      	 
      
	
                      Article
      IX

                    	
                      AMENDMENTS

                    	
                      51

                    
	 
      	 
      	 
      
	
                      Section
      9.01.

                    	
                      Without
      the Consent of Holders

                    	
                      51

                    
	
                      Section
      9.02.

                    	
                      With
      the Consent of Holders

                    	
                      52

                    
	
                      Section
      9.03.

                    	
                      Compliance
      with the Trust Indenture Act

                    	
                      53

                    
	
                      Section
      9.04.

                    	
                      Revocation
      and Effect of Consents

                    	
                      53

                    
	
                      Section
      9.05.

                    	
                      Notation
      on or Exchange of Debentures

                    	
                      53

                    
	
                      Section
      9.06.

                    	
                      Trustee
      Protected

                    	
                      54

                    


               

              
                
                  
                  

                

                
                  iii

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                
                  Table of Contents

                  (continued)

                

              

               

              	 	 	 Page
	 
      	 
      	 
      
	
                      Article
      X

                    	
                      GENERAL
      PROVISIONS

                    	
                      54

                    
	 
      	 
      	 
      
	
                      Section
      10.01.

                    	
                      Trust
      Indenture Act Controls

                    	
                      54

                    
	
                      Section
      10.02.

                    	
                      Notices

                    	
                      54

                    
	
                      Section
      10.03.

                    	
                      Communication
      by Holders With Other Holders

                    	
                      55

                    
	
                      Section
      10.04.

                    	
                      Certificate
      and Opinion as to Conditions Precedent

                    	
                      55

                    
	
                      Section
      10.05.

                    	
                      Statements
      Required in Certificate or Opinion

                    	
                      55

                    
	
                      Section
      10.06.

                    	
                      Rules
      by Trustee and Agents

                    	
                      56

                    
	
                      Section
      10.07.

                    	
                      Business
      Days

                    	
                      56

                    
	
                      Section
      10.08.

                    	
                      No
      Recourse Against Others

                    	
                      56

                    
	
                      Section
      10.09.

                    	
                      Counterparts

                    	
                      56

                    
	
                      Section
      10.10.

                    	
                      Other
      Provisions

                    	
                      56

                    
	
                      Section
      10.11.

                    	
                      Governing
      Law

                    	
                      57

                    
	
                      Section
      10.12.

                    	
                      No
      Adverse Interpretation of Other Agreements

                    	
                      57

                    
	
                      Section
      10.13.

                    	
                      Successors

                    	
                      57

                    
	
                      Section
      10.14.

                    	
                      Severability

                    	
                      57

                    
	
                      Section
      10.15.

                    	
                      Table
      of Contents, Headings, Etc.

                    	
                      57

                    
	
                      Section
      10.16.

                    	
                      Submission
      to Jurisdiction

                    	
                      57

                    
	 
      	 
      	 
      
	
                      Article
      XI

                    	
                      SUBORDINATION

                    	
                      58

                    
	 
      	 
      	 
      
	
                      Section
      11.01.

                    	
                      Debentures
      Subordinated to Senior Indebtedness

                    	
                      58

                    
	
                      Section
      11.02.

                    	
                      Debentures
      Subordinated to Prior Payment of All Senior Indebtedness On Dissolution,
      Liquidation, Reorganization, Etc., of the Company

                    	
                      58

                    
	
                      Section
      11.03.

                    	
                      Holders
      to be Subrogated to Right of Holders of Senior
Indebtedness

                    	
                      60

                    
	
                      Section
      11.04.

                    	
                      Obligations
      of The Company Unconditional

                    	
                      60

                    
	
                      Section
      11.05.

                    	
                      Company
      Not to Make Payment with Respect to Debentures in Certain
      Circumstances

                    	
                      60

                    
	
                      Section
      11.06.

                    	
                      Notice
      to Trustee

                    	
                      61

                    
	
                      Section
      11.07.

                    	
                      Application
      by Trustee of Monies Deposited with It

                    	
                      62

                    
	
                      Section
      11.08.

                    	
                      Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of
      Senior Indebtedness

                    	
                      62

                    
	
                      Section
      11.09.

                    	
                      Trustee
      to Effectuate Subordination

                    	
                      62

                    
	
                      Section
      11.10.

                    	
                      Right
      of Trustee to Hold Senior Indebtedness

                    	
                      63

                    
	
                      Section
      11.11.

                    	
                      Article
      XI Not to Prevent Events of Default

                    	
                      63

                    
	
                      Section
      11.12.

                    	
                      No
      Fiduciary Duty Created to Holders of Senior Indebtedness

                    	
                      63

                    
	
                      Section
      11.13.

                    	
                      Article
      Applicable to Paying Agents

                    	
                      63

                    
	
                      Section
      11.14.

                    	
                      Certain
      Conversion Deemed Payment

                    	
                      63

                    
	
                      Section
      11.15.

                    	
                      Contractual
      Subordination

                    	
                      64

                    
	 
      	 
      	 
      


               

              
                
                  
                  

                

                
                  iv

                  
                    

                  

                

                
                  
                  

                

              

              
                
                   

                  
                    Table of Contents

                    (continued)

                  

                

              

               

              	 	 	 Page
	 	 	 
	
                      Article
      XII

                    	
                      CONVERSION

                    	
                      64

                    
	 
      	 
      	 
      
	
                      Section
      12.01.

                    	
                      Right
      to Convert

                    	
                      64

                    
	
                      Section
      12.02.

                    	
                      Exercise
      of Conversion Privilege; Issuance of Common Stock on Conversion; No
      Adjustment for Interest or Dividends

                    	
                      64

                    
	
                      Section
      12.03.

                    	
                      Cash
      Payments in Lieu of Fractional Shares

                    	
                      66

                    
	
                      Section
      12.04.

                    	
                      Conversion
      Rate

                    	
                      66

                    
	
                      Section
      12.05.

                    	
                      Adjustment
      of Conversion Rate

                    	
                      66

                    
	
                      Section
      12.06.

                    	
                      Effect
      of Recapitalization, Reclassification, Consolidation, Merger, Combination,
      Sale, Lease or Transfer

                    	
                      74

                    
	
                      Section
      12.07.

                    	
                      Taxes
      on Shares Issued

                    	
                      76

                    
	
                      Section
      12.08.

                    	
                      Reservation
      of Shares; Shares to Be Fully Paid; Listing of Common
Stock

                    	
                      76

                    
	
                      Section
      12.09.

                    	
                      Responsibility
      of Trustee

                    	
                      77

                    
	
                      Section
      12.10.

                    	
                      Notice
      to Holders Prior to Certain Actions

                    	
                      77

                    
	
                      Section
      12.11.

                    	
                      Restriction
      on Common Stock Issuable Upon Conversion.

                    	
                      78

                    
	
                      Section
      12.12.

                    	
                      Make
      Whole Premium Upon a Fundamental Change

                    	
                      79

                    


            

            


            
              	
                      EXHIBIT
      A:

                    	
                      FORM
      OF DEBENTURE

                    


            

            


            
              	
                      EXHIBIT
      B:

                    	
                      FORM
      OF CERTIFICATION FOR TRANSFER PURSUANT TO RULE
  144

                    


            

            


            
              	
                      EXHIBIT
      C:

                    	
                      FORM
      OF STOCK LEGENDS

                    


            

            


            
              	
                      EXHIBIT
      D:

                    	
                      FORM
      OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON
      STOCK

                    


            

          

        

      

    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      THIS
INDENTURE, dated as of December 21, 2009, is between GenCorp Inc., an Ohio
corporation (the “Company”), and The
Bank of New York Mellon Trust Company, N.A., a national banking association
organized and existing under the laws of the United States, as trustee (the
“Trustee”).  The
Company has duly authorized the creation of its 4.0625% Convertible Subordinated
Debentures due 2039 (the “Debentures”) and to
provide therefor the Company and the Trustee have duly authorized the execution
and delivery of this Indenture.  Each party agrees as follows for the
benefit of the other party and for the equal and ratable benefit of the Holders
from time to time of the Debentures:

       

      ARTICLE
I


       

      DEFINITIONS

       

      SECTION
1.01.                              Definitions.

       

      “Additional Interest”
means any interest payable pursuant to Section 4.09 or 6.02(b).

       

      “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person.  For purposes of this definition, “control,” as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.  For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” shall have correlative
meanings.

       

      “Agent” means any
Registrar, Paying Agent, Conversion Agent or co-registrar.

       

      “Agent Member” means
any member of, or participant in, the Depositary.

       

      “Applicable
Procedures” means, with respect to any transfer or transaction involving
a Global Security or beneficial interest therein, or to the delegending of
Global Securities or shares of Common Stock, the rules and procedures of the
Depositary for such Global Security to the extent applicable to such transaction
and as in effect from time to time.

       

      “Board of Directors”
means (i) with respect to a corporation, the board of directors of the
corporation or any committee thereof duly authorized to act on behalf of the
board of directors, (ii) with respect to a partnership, the general partner or
the board of directors of the general partner, as applicable, of the partnership
and (iii) with respect to any other entity, the board or committee of that
entity serving a similar function.

       

      “Capital Stock” of any
Person means any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) equity of such Person, but excluding any debt securities convertible
into, or exchangeable for, such equity.

       

      “Commission” means the
United States Securities and Exchange Commission.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Common Stock” means
any stock of any class of the Company which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which is not subject
to redemption by the Company.  Subject to the provisions of Section
12.06, however, shares issuable on conversion of Debentures shall include only
shares of the class designated as Common Stock at the Issue Date or shares of
any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable shall be substantially in the proportion to
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications. References to the Company in this
definition shall also include any successor or purchasing corporation, or its
direct or indirect parent entity, the common stock of which constitutes
Reference Property, except to the extent otherwise provided in Article
XII.

       

      “Company” means the
party named as such above until a successor replaces it in accordance with
Article V and thereafter means the successor.

       

      “Company Order” means
a written order of the Company signed by an Officer of the Company.

       

      “Conversion Price”
means the conversion price per $1,000 principal amount of Debentures determined
by dividing $1,000 by the Conversion Rate.

       

      “Conversion Rate”
means the initial conversion rate specified in the form of Debenture in
Paragraph 15 of such form, as adjusted in accordance with the provisions of
Article XII.

       

      “Corporate Trust
Office” means the designated office of the Trustee at which, at any
particular time, its duties under this Indenture shall be administered, which
office at the date of original execution of this Indenture is located at 700 S.
Flower Street, Suite 500, Los Angeles, California 90017, Attention: Corporate
Trust Division - Corporate Finance Unit, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the
Holders and the Company).

       

      “Credit Facility”
means the Amended and Restated Credit Agreement, dated as of June 21, 2007,
between the Company, its material domestic subsidiaries from time to time
parties thereto as guarantors, the lenders parties thereto and Wachovia Bank,
National Association, as Administrative Agent, and any one or more debt
facilities or commercial paper facilities with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Daily VWAP” of the
Common Stock, in respect of any Trading Day, means the per-share volume-weighted
average price on the New York Stock Exchange (or, if on such Trading Day the
Common Stock is traded on any successor to the New York Stock Exchange or on the
Nasdaq Global Select Market, the Nasdaq Global Market or the NYSE AmEx (or any
of their respective successors), on such other exchange) as displayed under the
heading “Bloomberg VWAP” on Bloomberg page “GY.N <equity> AQR” (or its
equivalent successor if such page is not available or if the Common Stock is
traded on such other exchange) in respect of the period from the scheduled open
of trading until the scheduled close of trading of the primary trading session
on such Trading Day (or if such volume-weighted average price is unavailable,
the market value of one share of Common Stock (or one unit of any reference
property consisting of marketable equity securities) on such Trading Day as
determined by the Company’s Board of Directors in a commercially reasonable
manner, using a volume-weighted average price method (or, in the case of
reference property other than marketable equity securities, the market value
thereof)) and will be determined without regard to after-hours trading or any
other trading outside the regular trading session.

       

      “Default” means any
event that is, or after notice or passage of time, or both, would be, an Event
of Default.

       

      “Depositary” means,
with respect to any Global Securities, a clearing agency that is registered as
such under the Exchange Act and is designated by the Company to act as
Depositary for such Global Securities (or any successor securities clearing
agency so registered), which shall initially be DTC.

       

      “Designated Senior
Indebtedness” means (i) Indebtedness under or in respect of the Credit
Facility or any credit facility or credit line of any foreign Subsidiary of the
Company and (ii) any other Indebtedness constituting Senior Indebtedness which,
at the time of determination, has an aggregate principal amount of at least $25
million.  The instrument, agreement or other document evidencing any
Designated Senior Indebtedness may place limitations and conditions on the right
of such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness under this Indenture.

       

      “DTC” means The
Depository Trust Company, a New York corporation.

       

      “Ex-Dividend Date”
means the first date on which shares of the Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive
the issuance or distribution in question.

       

      “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

       

      “Existing Pari Passu
Indebtedness” means any of the Company’s existing unsecured subordinated
Indebtedness, including the Company’s obligations under its 4% Contingent
Convertible Subordinated Notes due 2024, under its 2-1/4% Convertible
Subordinated Debentures due 2024 or under the Debentures.

       

      “Freely Tradable”
means, with respect to shares of Common Stock, that such shares (i) are tradable
at the time of their receipt without any restrictions under the Securities Act
and under the securities laws of the several states of the United States by
Persons that are not Affiliates of the Company either at the time of receipt or
at any time during the preceding three months; (ii) do not require registration
with, or approval of, any governmental authority under any state law or any
other federal law before such shares may be validly issued or delivered (or if
such registration is required or such approval must be obtained, such
registration having been completed or such approval having been obtained); (iii)
are newly issued shares or treasury shares, duly and validly issued and fully
paid and nonassessable and free from preemptive rights and free of any lien or
adverse claim; and (iv) do not bear a restricted CUSIP number or any Restricted
Stock Legend.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Fundamental Change”
means the occurrence of one or more of the following events:

       

      
        	
                 
      

              	
                (1)

              	
                a
      “person” or “group” other than the Company or its Subsidiaries files a
      Schedule 13D or Schedule TO (or any successor schedule, form or report)
      pursuant to the Exchange Act accurately disclosing that such person or
      group has become the direct or indirect “beneficial owner” of the Common
      Stock representing more than 50% of the voting power of all outstanding
      classes of the Common Stock entitled to vote generally in the election of
      directors;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      consummation of any binding share exchange, consolidation or merger of the
      Company with or into any other person pursuant to which the Common Stock
      will be converted into cash, securities or other property, or the sale,
      lease, transfer, conveyance or other disposition, in one or a series of
      related transactions, of all or substantially all of the Company’s assets
      and those of its Subsidiaries taken as a whole to any person, other
      than:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      transaction pursuant to which the holders of more than 50% of the total
      voting power of all shares of the Company’s Capital Stock entitled to vote
      generally in elections of members of the Board of Directors immediately
      prior to such transaction have the right to exercise, directly or
      indirectly, more than 50% of the total voting power of all shares of
      Capital Stock or other securities entitled to vote generally in elections
      of members of the Board of Directors of the continuing, surviving or
      successor person immediately after giving effect to such transaction, or
      have the power, directly or indirectly, to elect a majority of the members
      of the Board of Directors of any such person, and such holders’
      proportional voting power immediately after such transaction vis-à-vis
      each other with respect to the securities received in such transaction
      shall be in substantially the same proportions as their respective voting
      power vis-à-vis each other immediately prior to such transaction;
      or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      such transaction effected primarily for the purpose of changing the
      Company’s jurisdiction of incorporation and resulting in a
      reclassification, conversion or exchange of outstanding shares of Common
      Stock, if at all, solely into shares of common stock of the surviving
      entity or a direct or indirect parent of the surviving
    entity;

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (3)

              	
                the
      Company’s shareholders approve any plan or proposal for the liquidation or
      dissolution of the Company (whether or not in compliance with this
      Indenture); or

              


      

       

      
        	
                 
      

              	
                (4)

              	
                the
      Common Stock (or other common stock into which the Debentures are then
      convertible pursuant to the terms of this Indenture) ceases to be listed
      on the New York Stock Exchange, the Nasdaq Global Select Market, the
      Nasdaq Global Market or the NYSE AmEx (or any of their respective
      successors);

              


      

       

      provided that a Fundamental
Change shall not be deemed to have occurred as a result of clauses (1) or (2)
above if at least 90% of the consideration received or to be received by holders
of the Common Stock (excluding cash payments for fractional shares and cash
payments made pursuant to dissenters’ appraisal rights) in connection with the
transaction or transactions otherwise constituting the Fundamental Change
consists of shares of common stock traded on the New York Stock Exchange, the
Nasdaq Global Select Market, the Nasdaq Global Market or the NYSE AmEx (or any
of their respective successors) or which will be so traded when issued or
exchanged in connection with the transaction that would otherwise be a
Fundamental Change (these securities being referred to as “publicly traded
securities”) and as a result of this transaction or transactions, the
Debentures become convertible into such publicly traded securities, excluding
cash payments for fractional shares.

       

      For
purposes of this definition of “Fundamental Change”:

       

      
        	
                 
      

              	
                (1)

              	
                “person”
      and “group” have the meanings given them for purposes of Section 13(d) and
      14(d) of the Exchange Act or any successor provisions, and the term
      “group” includes any group acting for the purposes of acquiring, holding,
      voting or disposing of securities within the meaning of Rule 13d-5(b)(1)
      under the Exchange Act, or any successor provision;
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                a
      “beneficial owner” will be determined in accordance with Rule 13d-3 under
      the Exchange Act as in effect on the date of this Indenture, and
      “beneficially own” and “beneficially owned” have meanings correlative to
      that of beneficial owner.

              


      

       

      “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, which are in effect from time to time.

       

      “Global Security”
means Debentures represented by a certificate in definitive, fully registered
form of securities without interest coupons in global form, that is deposited
with the Depositary or its custodian, and registered in the name of the
Depositary or its nominee.

       

      “Global Securities
Legend” means the legend labeled as such and that is set forth in Exhibit
A hereto, which is incorporated in and expressly made part of this
Indenture.

       

      “Holder” means the
Person in whose name a Debenture is registered in the Register.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Indebtedness”
means:

       

      
        	
                 
      

              	
                (1)

              	
                all
      of the Company’s indebtedness, obligations and other liabilities,
      contingent or otherwise:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                for
      borrowed money, including overdrafts, foreign exchange contracts, currency
      exchange agreements, interest rate protection agreements and any loans or
      advances from banks, whether or not evidenced by debentures or similar
      instruments, or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                evidenced
      by credit or loan agreements, notes, bonds, debentures or similar
      instruments, whether or not the recourse of the lender is to the whole of
      the assets of the Company or to only a portion thereof, other than any
      account payable or other accrued current liability or obligation incurred
      in the ordinary course of business in connection with the obtaining of
      materials or services;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                all
      of the Company’s reimbursement obligations and other liabilities,
      contingent or otherwise, with respect to letters of credit, bank
      guarantees,  bankers’ acceptances or similar credit
      transactions;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                all
      of the Company’s obligations and liabilities, contingent or otherwise, in
      respect of leases required, in conformity with GAAP, to be accounted for
      as capitalized lease obligations on the Company’s balance
      sheet;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                all
      of the Company’s obligations and other liabilities, contingent or
      otherwise, under any lease or related document, including a purchase
      agreement, conditional sale or other title retention agreement, in
      connection with the lease of real property or improvements thereon (or any
      personal property included as part of any such lease) which provides that
      the Company is contractually obligated to purchase or cause a third party
      to purchase the leased property or pay an agreed upon residual value of
      the leased property, including the Company’s obligations under such lease
      or related document to purchase or cause a third party to purchase such
      leased property or pay an agreed upon residual value of the leased
      property to the lessor;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                all
      of the Company’s obligations, contingent or otherwise, with respect to an
      interest rate or other swap, cap, floor, option or collar agreement or
      hedge agreement, forward contract or other similar instrument or agreement
      or foreign currency hedge, exchange, purchase, currency swap, futures,
      currency option or similar instrument or
  agreement;

              


      

       

      
        	
                 
      

              	
                (6)

              	
                all
      of the Company’s direct or indirect guaranties or similar agreements by
      the Company in respect of, and all of the Company’s obligations or
      liabilities to purchase or otherwise acquire or otherwise assure a
      creditor against loss in respect of, indebtedness, obligations or
      liabilities of another Person, including the Company’s Subsidiaries, of
      the kinds described in clauses (1) through (5);
  and

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (7)

              	
                any
      and all deferrals, renewals, extensions, refinancings, restructurings and
      refundings of, or amendments, modifications or supplements to, any
      indebtedness, obligation or liability of the kinds described in
      clauses (1) through (6).

              


      

       

      “Indenture” means this
Indenture as amended or supplemented from time to time.

       

      “Interest Payment
Date” means June 30 and December 31 of each year, commencing June 30,
2010.

       

      “Issue Date” means the
date on which the Debentures are first issued and authenticated under this
Indenture.

       

      “Last Reported Sale
Price” of the Common Stock on any Trading Day means the closing sale
price per share (or if no closing sale price is reported, the average of the bid
and ask prices or, if more than one in either case, the average of the average
bid and the average ask prices) of the Common Stock on that Trading Day as
reported in composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock is traded.  If the
Common Stock is not listed for trading on a U.S. national or regional securities
exchange on the relevant trading day, the “Last Reported Sale
Price” will be the last quoted bid price per share of the Common Stock in
the over-the-counter market on the relevant trading day as reported by Pink
Sheets LLC or a similar organization selected by the Company.  If the
Common Stock is not so quoted, the “Last Reported Sale
Price” will be the average of the mid-point of the last bid and ask
prices per share for the Common Stock on the relevant date from each of at least
three nationally recognized independent investment banking firms the Company
selects for this purpose.

       

      “Market Disruption
Event” means (i) a failure by the principal market on which the Common
Stock is listed or approved for trading to open for trading during its regular
trading session or (ii) the occurrence or existence for more than one half hour
period in the aggregate on any day that is scheduled by the applicable exchange
to be a Trading Day of any suspension or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the principal market
on which the Common Stock is listed or approved for trading) in the shares of
the Common Stock or in any options, contracts or futures contracts relating to
shares of the Common Stock, and such suspension or limitation occurs or exists
at any time before 1:00 p.m. (New York City time) on such day.

       

      “Maturity Date” means
December 31, 2039.

       

      “Officer” means the
President, the Chief Executive Officer, any Executive Vice President, any Senior
Vice President, any Vice President, the Chief Financial Officer, the Treasurer
or the Secretary of the Company.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Officer’s
Certificate” means a certificate signed by two Officers or by an Officer
and an Assistant Treasurer or Assistant Secretary of the Company (in each case,
who has been duly elected and is so serving) and delivered to the
Trustee.

       

      “Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the
Trustee.  The counsel may be an employee of or counsel to the
Company.

       

      “Person” means any
individual, corporation, partnership, joint venture, trust, estate,
unincorporated organization, limited liability company or government or any
agency or political subdivision thereof.

       

      “Record Date” means
the June 15 and December 15 immediately preceding each Interest Payment
Date.

       

      “Representative” means
(a) the indenture trustee or other trustee, agent or representative for any
Senior Indebtedness or (b) with respect to any Senior Indebtedness that does not
have any such trustee, agent or other representative, (i) in the case of such
Senior Indebtedness issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Indebtedness, any
holder or owner of such Senior Indebtedness acting with the consent of the
required Persons necessary to bind such holders or owners of such Senior
Indebtedness and (ii) in the case of all other such Senior Indebtedness, the
holder or owner of such Senior Indebtedness.

       

      “Resale Restriction
Delegending Date” means the date that is one year from the original Issue
Date of the Debentures.

       

      “Restricted Debenture”
means any Debenture until such time as (i) such Debenture has been transferred
pursuant to an effective shelf registration statement or (ii) the Restricted
Securities Legend therefor has been removed pursuant to Section 2.07(c) or
(d).

       

      “Restricted Securities
Legend” means the legend labeled as such and that is set forth in Exhibit
A hereto, which is incorporated in and expressly made a part of this
Indenture.

       

      “Restricted Stock
Legend” means the legend labeled as such and that is set forth in Exhibit
C hereto, which is incorporated in and expressly made a part of this
Indenture.

       

      “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

       

      “Senior Indebtedness”
means the principal of, premium, if any, and interest on, and fees, costs,
enforcement expenses, collateral protection expenses and other reimbursement or
indemnity obligations in respect of, and any other payments due pursuant to, any
Indebtedness of the Company, whether outstanding on the date hereof or incurred
or created thereafter, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same expressly provides that such
Indebtedness shall not be senior in right of payment to the
Debentures.  Senior Indebtedness does not include:

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (1)

              	
                Indebtedness
      or other obligations owed to any of the Company’s Subsidiaries or
      Affiliates;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                trade
      account payables or any other obligation of the Company to trade accounts
      created or assumed by the Company incurred in the ordinary course of
      business (including guarantees thereof or instruments evidencing such
      liabilities);

              


      

       

      
        	
                 
      

              	
                (3)

              	
                any
      liabilities for federal, state, local or other taxes owed or owing by the
      Company or any of its Subsidiaries;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                the
      Company’s obligations under its Existing Pari Passu Indebtedness;
      and

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Indebtedness
      that is by its terms expressly subordinated in right of payment to the
      Debentures.

              


      

       

      “Significant
Subsidiary” means any Subsidiary of the Company that at the date of
determination is a “significant subsidiary” as defined in Rule 1-02(w) of
Regulation S-X under the Securities Act and the Exchange Act.

       

      “Subsidiary” means,
with respect to any Person, (i) any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof), (ii) any partnership (a)
the sole general partner or the managing general partner of which is such Person
or a Subsidiary of such Person or (b) the only general partners of which are
such Person or of one or more Subsidiaries of such Person (or any combination
thereof) and (iii) in the case of a limited liability company managed by its
members, any limited liability company of which more than 50% of the total
voting power of shares of Capital Stock ordinarily entitled (without regard to
the occurrence of any contingency) to vote on matters presented to the members
is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of that Person (or a combination
thereof).

       

      “TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the
Issue Date, except as provided in Sections 9.03 and 12.06.

       

      “Trading Day” means
any day during which (i) trading in securities generally occurs on the New York
Stock Exchange or, if the Common Stock is not then listed on the New York Stock
Exchange, the principal U.S. national or regional securities exchange on which
the Common Stock is then listed or admitted for trading or, if the Common Stock
is not then listed or admitted for trading on a U.S. national or regional
securities exchange, on the principal other market on which the Common Stock is
then traded, and (ii) a Last Reported Sale Price for the Common Stock is
available on such securities exchange or market; provided that, for purposes
of determining Daily VWAP and per-share valuations for any payment of interest,
Make Whole Fundamental Change Premium or Optional Repurchase Price, “Trading Day” shall
not include any day that would otherwise have been a Trading Day but on which a
Market Disruption Event occurred.  If the Common Stock is not so
listed or traded, “Trading Day” means a
Business Day.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Trustee” means the
party named as such above until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the
successor.

       

      “Trust Officer” means
when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, senior associate, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture..

       

      “U.S.” means the
United States of America.

       

      “U.S. Government
Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged.  In
order to have money available on a payment date to pay principal or interest on
the Debentures, the U.S. Government Obligations shall be payable as to principal
or interest on or before such payment date in such amounts as will provide the
necessary money. U.S. Government Obligations shall not be callable at the
issuer’s option.

       

      SECTION
1.02.                              Other
Definitions.

       

      
        
          	 
      	
                  Defined in Section

                
	
                  “Bankruptcy
      Law”                                                                                                

                	
                  Section
      6.01

                
	
                  “Business
      Day”                                                                                                

                	
                  Section
      10.07

                
	
                  “Conversion
      Agent”                                                                                                

                	
                  Section
      2.03

                
	
                  “Conversion
      Date”                                                                                                

                	
                  Section
      12.02

                
	
                  “Custodian”                                                                                                

                	
                  Section
      6.01

                
	
                  “Debentures”                                                                                                

                	
                  Preamble

                
	
                  “Definitive
      Security”                                                                                                

                	
                  Section
      2.07

                
	
                  “Dividend
      Record
      Date”                                                                                                

                	
                  Section
      12.05(a)

                
	
                  “Effective
      Date”                                                                                                

                	
                  Section
      12.12

                
	
                  “Event
      of
      Default”                                                                                                

                	
                  Section
      6.01

                
	
                  “Expiration
      Date”                                                                                                

                	
                  Section
      12.05(a)

                
	
                  “Expiration
      Time”                                                                                                

                	
                  Section
      12.05(a)

                
	
                  “Fundamental
      Change
      Date”                                                                                                

                	
                  Section
      3.03

                
	
                  “Fundamental
      Change
      Notice”                                                                                                

                	
                  Section
      3.03

                
	
                  “Fundamental
      Change
      Offer”                                                                                                

                	
                  Section
      3.03

                
	
                  “Fundamental
      Change
      Payment”                                                                                                

                	
                  Section
      3.03

                
	
                  “Fundamental
      Change Purchase
      Date”                                                                                                

                	
                  Section
      3.03

                
	
                  “Interest
      Daily Price
      Fraction”                                                                                                

                	
                  Section
      2.15

                
	
                  “Junior
      Securities”                                                                                                

                	
                  Section
      11.14

                
	
                  “Make-Whole
      Daily Price
      Fraction”                                                                                                

                	
                  Section
      3.01

                
	
                  “Make
      Whole Fundamental
      Change”                                                                                                

                	
                  Section
      12.12

                
	
                  “Make
      Whole Fundamental Change
      Premium”                                                                                                

                	
                  Section
      12.12

                
	
                  “Make
      Whole Optional Redemption
      Premium”                                                                                                

                	
                  Section
      3.01

                


           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          	
                  “Optional
      Repurchase
      Date”                                                                                                

                	
                  Section
      3.02

                
	
                  “Optional
      Repurchase
      Notice”                                                                                                

                	
                  Section
      3.02

                
	
                  “Optional
      Repurchase
      Price”                                                                                                

                	
                  Section
      3.02

                
	
                  “Paying
      Agent”                                                                                                

                	
                  Section
      2.03

                
	
                  “Payment
      Default”                                                                                                

                	
                  Section
      11.05

                
	
                  “Payment
      of the
      Debenture”                                                                                                

                	
                  Section
      11.05

                
	
                  “Payment
      Blockage
      Period”                                                                                                

                	
                  Section
      11.05

                
	
                  “Redemption
      Date”                                                                                                

                	
                  Section
      3.02

                
	
                  “Redemption
      Notice”                                                                                                

                	
                  Section
      3.02

                
	
                  “Redemption
      Price”                                                                                                

                	
                  Section
      3.02

                
	
                  “Reference
      Property”                                                                                                

                	
                  Section
      12.06

                
	
                  “Register”                                                                                                

                	
                  Section
      2.03

                
	
                  “Registrar”                                                                                                

                	
                  Section
      2.03

                
	
                  “Repurchase
      Daily Price
      Fraction”                                                                                                

                	
                  Section
      3.02

                
	
                  “Rights”                                                                                                

                	
                  Section
      12.05(c)

                
	
                  “Rights
      Distribution Record
      Date”                                                                                                

                	
                  Section
      12.05(a)

                
	
                  “Rights
      Plan”                                                                                                

                	
                  Section
      12.05(c)

                
	
                  “Spin-Off”                                                                                                

                	
                  Section
      12.05(a)

                
	
                  “Stock
      Price”                                                                                                

                	
                  Section
      12.12

                
	
                  “Valuation
      Period”                                                                                                

                	
                  Section
      12.05(a)

                
	 
      	 
      


        

      

    

    SECTION
1.03.                              Incorporation by Reference
of Trust Indenture Act.  Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:

     

    (a)           “Commission” means the
Commission;

     

    (b)           “indenture securities”
means the Debentures;

     

    (c)           “indenture security
holder” means a Holder;

     

    (d)           “indenture to be
qualified” means this Indenture; “indenture trustee” or “institutional
trustee” means the Trustee; and

     

    (e)           “obligor” on the
Debentures means the Company or any other obligor on the
Debentures.

     

    All other
terms in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by Commission rule under the TIA have the meanings so
assigned to them.

     

    SECTION
1.04.                              Rules of
Construction. Unless the context otherwise requires:

     

    (1)      a
term has the meaning assigned to it;

     

    (2)      an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

     

    
      
        
        

      

      
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    (3)      “or”
is not exclusive;

     

    (4)      words
in the singular include the plural, and in the plural include the
singular;

     

    (5)      the
male, female and neuter genders include one another;

     

    (6)      references
to the payments of interest on the Debentures shall include Additional Interest,
if any;

     

    (7)      the
word “including” wherever used will be deemed to be followed by the word
“without limitation”;

     

    (8)      references
to agreements and other instruments include subsequent amendments thereto;
and

     

    (9)      the
words “herein,” “hereof” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

     

    The terms
and provisions contained in the Debentures shall constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.  However, to the extent any
provision of any Debenture conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be
controlling.

     

    ARTICLE
II


     

    THE
DEBENTURES

     

    SECTION
2.01.                              Form and
Dating.

     

    (a)           Form and
Dating.

     

    (i)           The
Debentures shall be issued in the form of one or more definitive, fully
registered form of securities without interest coupons.  The
Debentures and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto, as the case may
be.  The terms and provisions of the Debentures shall constitute, and
are hereby expressly made, a part of this Indenture, and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound
thereby.

     

    (ii)           Except
as otherwise expressly permitted in this Indenture, all Debentures shall be
identical in all respects.  Notwithstanding any differences among
them, all Debentures issued under this Indenture shall vote and consent together
on all matters as one class.

     

    (iii)           Debentures
originally offered and sold to qualified institutional buyers in reliance on
Rule 144A under the Securities Act will be issued in the form of one or more
permanent Global Securities.  Each such Global Security shall be
issued with the Restricted Securities Legend and the Global Securities
Legend.

     

    
      
        
        

      

      
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    (iv)           Any
Global Security shall be deposited on behalf of the purchasers of the Debentures
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary for the
accounts of participants in the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The aggregate
principal amount of any Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.  Any Global Security may be
represented by more than one certificate.

     

    (v)           The
Debentures may have notations, legends or endorsements as specified in this
Indenture or as otherwise required by law, stock exchange rule or Depositary
rule or usage.  The Company shall approve the form of the Debentures
and any notation, legend or endorsement on them.

     

    (b)           Book-Entry
Provisions.  This Section 2.01(b) shall apply only to a Global
Security deposited with or on behalf of the Depositary.

     

    The
Company shall execute and the Trustee shall, in accordance with this Section
2.01(b) and upon Company Order, authenticate and deliver initially one or more
Global Securities that (i) shall be registered in the name of the Depositary or
a nominee of the Depositary (which, in the case of DTC, shall initially be Cede
& Co.), (ii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instructions or held by the Trustee as custodian
for the Depositary pursuant to (in the case of DTC) a FAST Balance Certificate
Agreement between the Depositary and the Trustee, and (iii) shall bear
appropriate legends as set forth herein.

     

    Except as
provided in Section 2.11(b)(iv), Agent Members shall have no rights under this
Indenture with respect to any Global Security held on their behalf by the
Depositary or by the Trustee as the custodian of the Depositary or under such
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

     

    (c)           Definitive
Securities.  Except as provided in Section 2.07 and 2.11,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Debentures in definitive
form.

     

    SECTION
2.02.                              Execution and
Authentication.

     

    (a)           One
Officer shall sign the Debentures for the Company by manual or facsimile
signature.

     

    
      
        
        

      

      
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    (b)           If
an Officer whose signature is on a Debenture no longer holds that office at the
time the Debenture is authenticated, the Debenture shall nevertheless be
valid.

     

    (c)           A
Debenture shall not be valid until authenticated by the manual signature of the
Trustee.  The signature shall be conclusive evidence that the
Debenture has been authenticated under this Indenture.

     

    (d)           The
Trustee shall authenticate and make available for delivery Debentures for
original issue in the aggregate principal amount of up to $200,000,000 upon
receipt of a Company Order; provided that additional
Debentures may be issued in an unlimited aggregate principal amount so long as
such Debentures are part of the same issue, within the meaning of Treasury
Regulations Sections 1.1275-1(f) and 1.1275-2(k)(2), as the Debentures initially
issued hereunder, and would be fungible with the Debentures issued on the Issue
Date for purposes of the Securities Act, the Exchange Act and other applicable
U.S. securities laws.  If any additional Debentures are issued, the
Debentures issued on the Issue Date and such additional Debentures shall be
treated as a single class for all purposes under this Indenture and shall vote
together as one class on all matters with respect to the
Debentures.  Each Company Order shall specify the amount of Debentures
to be authenticated and the date on which each original issue of Debentures is
to be authenticated.

     

    (e)           The
Debentures shall be issuable only in registered form without coupons and only in
denominations of $2,000 and multiples of $1,000 in excess thereof.

     

    (f)           The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Debentures.  An authenticating agent may authenticate
Debentures whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same right as an Agent to deal
with the Company or an Affiliate of the Company.

     

    (g)           If
any successor that has replaced the Company in accordance with Article V has
executed an indenture supplemental hereto with the Trustee pursuant to
Article V, any of the Debentures authenticated or delivered prior to such
transaction may, from time to time, at the request of such successor, be
exchanged for other Debentures executed in the name of such successor with such
changes in phraseology and form as may be appropriate, but otherwise identical
to the Debentures surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Order of such successor, shall authenticate and
deliver Debentures as specified in such order for the purpose of such
exchange.  If Debentures shall at any time be authenticated and
delivered in any new name of such successor pursuant to this
Section 2.02(g) in exchange or substitution for or upon registration of
transfer of any Debentures, such successor, at the option of the Holders but
without expense to them, shall provide for the exchange of all Debentures then
outstanding for Debentures authenticated and delivered in such new
name.

     

    SECTION
2.03.                              The Trustee Registrar,
Paying Agent and Conversion Agent.  The Company shall maintain
or cause to be maintained in such locations as it shall determine, which may be
the Corporate Trust Office, an office or agency: (i) where securities may be
presented for registration of transfer or for exchange (“Registrar”); (ii)
where Debentures may be presented for payment (“Paying Agent”); (iii)
an office or agency where Debentures may be presented for conversion (the “Conversion Agent”);
and (iv) where notices and demands to or upon the Company in respect of
Debentures and this Indenture may be served by the Holders.  The
Registrar shall keep a Register (“Register”) of the
Debentures and of their transfer and exchange.  The Company may
appoint one or more co-registrars, one or more additional paying agents and one
or more additional conversion agents.  The term “Paying Agent”
includes any additional paying agent and the term “Conversion Agent” includes
any additional Conversion Agent.  The Company may change any Paying
Agent, Registrar, Conversion Agent or co-registrar without prior
notice.  The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture and shall enter into an appropriate
agency agreement with any Registrar, Paying Agent, Conversion Agent or
co-registrar not a party to this Indenture.  Such agency agreement
shall implement the provisions of this Indenture that relate to such Agent
(including any applicable terms of the TIA).  The Company or any of
its Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or
co-registrar, except that for purposes of Article VIII and Section 3.03, neither
the Company nor any of its Subsidiaries shall act as Paying Agent.  If
the Company fails to appoint or maintain another entity as Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such, and the Trustee shall
initially act as such.  The Company designates the Borough of
Manhattan office or agency of the Trustee as one such office or agency of the
Company required by this Section 2.03, until such time as another office or
agency located in the Borough of Manhattan is designated as such, and appoints
the Trustee as Registrar, Paying Agent, Conversion Agent and agent for service
of demands and notices in connection with the Debentures and this Indenture
until such time as another Person is appointed as such.

     

    
      
        
        

      

      
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    SECTION
2.04.                              Paying Agent to Hold Money
in Trust.  The Company shall require each Paying Agent (other
than the Trustee, who hereby so agrees), to agree in writing that the Paying
Agent will hold in trust for the benefit of the Holders or the Trustee all money
held by the Paying Agent for the payment of principal or interest on the
Debentures, and will notify the Trustee of any default by the Company in respect
of making any such payment.  While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the
Trustee.  The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee.  Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary of the
Company) shall have no further liability for the money.  If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders of all money
held by it as Paying Agent.  Upon any proceeding under any Bankruptcy
Law with respect to the Company or any of its Affiliates, if the Company or such
Affiliate is then acting as Paying Agent, the Trustee shall replace the Company
or such Affiliate as Paying Agent.

     

    SECTION
2.05.                              Holder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with TIA Section
312(a).  If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least seven Business Days before each Interest Payment
Date, and as the Trustee may request in writing within fifteen (15) days after
receipt by the Company of any such request (or such lesser time as the Trustee
may reasonably request in order to enable it to timely provide any notice to be
provided by it hereunder), a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the
Holders.

     

    
      
        
        

      

      
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    SECTION
2.06.                              Legends; Transfer
Restrictions.

     

    (a)           Each
Global Security shall bear the Global Securities Legend.

     

    (b)           Each
Restricted Debenture shall bear the Restricted Securities
Legend.  Each Debenture that bears or is required to bear the
Restricted Securities Legend shall be subject to the restrictions on transfer
set forth therein, and each Holder of such Debenture, by such Holder’s
acceptance thereof, agrees to be bound by all such restrictions on
transfer.

     

    (c)           As
used in Sections 2.06 and 2.07, the term “transfer” includes any sale, pledge,
transfer or other disposition whatsoever of any Restricted
Debenture.  The Registrar shall not register any transfer of a
Restricted Debenture not made in accordance with the restrictions on transfer
set forth in Sections 2.06 and 2.07.

     

    (d)           Every
stock certificate representing Common Stock issued in the circumstances
described in Section 12.11 hereof shall bear the applicable Restricted Stock
Legend unless removed in accordance with the provisions of Section
12.11.

     

    SECTION
2.07.                              Transfer and
Exchange.  (a)  When Debentures are presented to the
Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal principal amount of Debentures for other denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions specified herein and the related certificate are
met.  To permit registrations of transfers and exchanges, the Company
shall issue and the Trustee shall authenticate Debentures at the Registrar’s
request, bearing registration numbers not contemporaneously
outstanding.  No service charge shall be made to a Holder for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or other governmental charge payable upon exchanges pursuant to
Sections 2.11, 9.05 or 12.02.

     

    The
Company or the Registrar shall not be required to register the transfer of any
Debentures surrendered for repurchase pursuant to Section 3.02 or
3.03.

     

    All
Debentures issued upon any transfer or exchange of Debentures in accordance with
this Indenture shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture as the
Debentures surrendered upon such registration of transfer or
exchange.

     

    (b)           Notwithstanding
any provision to the contrary herein, so long as a Global Security remains
outstanding and is held by or on behalf of the Depositary, transfers of a Global
Security, in whole or in part, or of any beneficial interest therein, shall only
be made in accordance with this Section 2.07(b), Section 2.11 and the Applicable
Procedures; provided,
however, that
beneficial interests in a Global Security that is a Restricted Debenture may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in such Global Security in accordance with the transfer restrictions
set forth in the Restricted Securities Legend.

     

    Except
for transfers or exchanges made in accordance with paragraphs (i) through (iii)
of this Section 2.07(b) and Section 2.11, transfers of a Global Security shall
be limited to transfers of such Global Security in whole, but not in part, to
nominees of the Depositary or to a successor of the Depositary or such
successor’s nominee.

     

    
      
        
        

      

      
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    (i)           Global Security to Definitive
Security.  If an owner of a beneficial interest in a Global
Security deposited with the Depositary or with the Trustee as custodian for the
Depositary wishes at any time to transfer its interest in such Global Security
to a Person who is required to take delivery thereof in the form of a definitive
registered note (such Debenture, a “Definitive
Security”), such owner may, subject to the restrictions on transfer set
forth herein and such Global Security and the Applicable Procedures, cause the
exchange of such interest for one or more Definitive Securities of any
authorized denomination or denominations and of the same aggregate principal
amount.  Upon receipt by the Registrar of (1) instructions from the
Depositary directing the Trustee to authenticate and deliver one or more
Definitive Securities of the same aggregate principal amount as the beneficial
interest in the Global Security to be exchanged (such instructions to contain
the name or names of the designated transferee or transferees, the authorized
denomination or denominations of the Definitive Securities to be so issued and
appropriate delivery instructions), and (2) in the case of a Restricted
Debenture, such certifications or other information and, except in the case of
transfers pursuant to Rule 144 under the Securities Act, legal opinions as the
Company may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, then the Registrar will
instruct the Depositary to reduce or cause to be reduced such Global Security by
the aggregate principal amount of the beneficial interest therein to be
exchanged and to debit or cause to be debited from the account of the Person
making such transfer the beneficial interest in the Global Security that is
being transferred, and concurrently with such reduction and debit the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Definitive Securities of the same aggregate principal amount in accordance with
the instructions referred to above.

     

    (ii)           Definitive Security to Definitive
Security.  If a Holder of a Definitive Security wishes at any
time to transfer such Definitive Security (or portion thereof) to a Person who
is required to take delivery thereof in the form of a Definitive Security, such
Holder may, subject to the restrictions on transfer set forth herein and in such
Definitive Security, cause the transfer of such Definitive Security (or any
portion thereof in a principal amount equal to an authorized denomination) to
such transferee.  Upon receipt by the Registrar of (1) such Definitive
Security, duly endorsed as provided herein, (2) instructions from such Holder
directing the Trustee to authenticate and deliver one or more Definitive
Securities of the same aggregate principal amount as the Definitive Security, or
portion thereof, to be transferred (such instructions to contain the name or
names of the designated transferee or transferees, the authorized denomination
or denominations of the Definitive Securities to be so issued and appropriate
delivery instructions), and (3) in the case of a Restricted Debenture, such
certifications or other information and, except in the case of transfers to
persons pursuant to Rule 144 under the Securities Act, legal opinions as the
Company may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, then the Registrar, shall
cancel or cause to be canceled such Definitive Security and concurrently
therewith, the Company shall execute, and the Trustee shall authenticate and
deliver, one or more Definitive Securities in the appropriate aggregate
principal amount, in accordance with the instructions referred to above and, if
only a portion of a Definitive Security is transferred as aforesaid,
concurrently therewith the Company shall execute and the Trustee shall
authenticate and deliver to the transferor a Definitive Security in a principal
amount equal to the principal amount which has not been
transferred.  A Holder of a Definitive Security may at any time
exchange such Definitive Security for one or more Definitive Securities of other
authorized denominations and in the same aggregate principal amount and
registered in the same name by delivering such Definitive Security, duly
endorsed as provided herein, to the Trustee together with instructions directing
the Trustee to authenticate and deliver one or more Definitive Securities in the
same aggregate principal amount and registered in the same name as the
Definitive Security to be exchanged, and the Registrar thereupon shall cancel or
caused to be canceled such Definitive Security and concurrently therewith the
Company shall execute and Trustee shall authenticate and deliver, one or more
Definitive Securities in the same aggregate principal amount and registered in
the same name as the Definitive Security being exchanged.

     

    
      
        
        

      

      
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    (iii)           Definitive Security to Global
Security.  If a Holder of a Definitive Security wishes at any
time to transfer such Definitive Security (or portion thereof) to a Person who
is not required to take delivery thereof in the form of a Definitive Security,
such Holder shall, subject to the restrictions on transfer set forth herein and
in such Definitive Security and the rules of the Depositary cause the exchange
of such Definitive Security for a beneficial interest in the Global
Security.  Upon receipt by the Registrar of (1) such Definitive
Security, duly endorsed as provided herein, (2) instructions from such Holder
directing the Trustee to increase the aggregate principal amount of the Global
Security deposited with the Depositary or with the Trustee as custodian for the
Depositary by the same aggregate principal amount as the Definitive Security to
be exchanged, such instructions to contain the name or names of a member of, or
participant in, the Depositary that is designated as the transferee, the account
of such member or participant and other appropriate delivery instructions, (3)
the assignment form on the back of the Definitive Security completed in full,
and (4) in the case of a Restricted Debenture, such certifications or other
information and legal opinions as the Company may reasonably require to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act,
then the Trustee shall cancel or cause to be canceled such Definitive Security
and concurrently therewith shall increase the aggregate principal amount of the
Global Security by the same aggregate principal amount as the Definitive
Security canceled.

     

    (c)           So
long as and to the extent that the Debentures are represented by one or more
Global Securities held by or on behalf of the Depositary only, the Company may
accomplish any delegending of such Debentures represented by such Global
Securities at any time on or after the Resale Restriction Delegending Date, to
the extent such Debentures are freely tradable without restrictions under
applicable securities laws, by:

     

    (i)           providing
written notice to the Trustee that the Resale Restriction Delegending Date has
occurred and instructing the Trustee to remove the Restricted Securities Legend
from the Debentures;

     

    (ii)          providing
written notice to Holders of the Debentures that the Restricted Securities
Legend has been removed or deemed removed;

     

    
      
        
        

      

      
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    (iii)         providing
written notice to the Trustee and the Depositary to change the CUSIP number for
the Debentures to the applicable unrestricted CUSIP number; and

     

    (iv)         complying
with any Applicable Procedures for delegending;

     

    whereupon
the Restricted Securities Legend shall be deemed removed from any Global
Securities without further action on the part of Holders.

     

    At any
time on or or after the Resale Restriction Delegending Date, to the extent such
Debentures are freely tradable without restrictions under applicable securities
laws, the Company shall also (i) instruct the transfer agent for the Common
Stock to remove the Restricted Stock Legend from any Common Stock issued upon
conversion of the Debentures, (ii) notify the holders of any Common Stock issued
upon conversion of the Debentures (to the extent any Common Stock has been
issued upon conversion of the Debentures) that such Restricted Stock Legend has
been removed, (iii) if relevant, notify the transfer agent for the Common Stock
to change the CUSIP number for the Common Stock issued upon conversion of the
Debentures to the applicable unrestricted CUSIP number, and (iv) comply with any
Applicable Procedures for delegending any Common Stock including the Restricted
Stock Legend.

     

    (d)           Transfers
of Debentures and Restricted Debentures.

     

    (i)           Upon
the transfer, exchange or replacement of Debentures (or beneficial interests in
a Global Security) not bearing (or not required to bear upon such transfer,
exchange or replacement) a Restricted Securities Legend, the Registrar shall
exchange such Debentures (or beneficial interests) for Debentures (or beneficial
interests in a Global Security) not bearing a Restricted Securities
Legend.

     

    (ii)          Upon
the transfer, exchange or replacement of Debentures (or beneficial interests in
a Global Security) bearing a Restricted Securities Legend at any time prior to
the time the Company has provided notice of the occurrence of the Resale
Restriction Delegending Date, the Registrar shall deliver only Debentures (or
beneficial interests in a Global Security) bearing a Restricted Securities
Legend unless (i) such Debentures (or beneficial interests) are transferred
pursuant to an effective shelf registration statement; (ii) such Debentures (or
beneficial interests) are transferred pursuant to Rule 144 upon delivery to
the Registrar of a certificate of the transferor in the form of Exhibit B
hereto and an Opinion of Counsel reasonably satisfactory to the Registrar; (iii)
such Debentures (or beneficial interests) are transferred, replaced or exchanged
after the Resale Restriction Delegending Date and are freely tradable without
restriction under applicable securities laws; or (iv) in connection with such
transfer, exchange or replacement the Registrar shall have received an Opinion
of Counsel, certificates and such other evidence reasonably required by and
satisfactory to it to the effect that neither such Restricted Securities Legend
nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act.  The Company
shall deliver to the Trustee an Officer’s Certificate promptly upon
effectiveness, withdrawal or suspension of any shelf registration statement that
is or has previously been declared effective with respect to the
Debentures.

     

    
      
        
        

      

      
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    (e)           Any
transfer of Restricted Debentures not described above (other than a transfer of
a beneficial interest in a Global Security that does not involve an exchange of
such interest for a Definitive Security or a beneficial interest in another
Global Security, which must be effected in accordance with applicable law and
the Applicable Procedures, but is not subject to any procedure required by this
Indenture) shall be made only upon receipt by the Registrar of such Opinions of
Counsel, certificates and such other evidence reasonably required by and
satisfactory to it in order to ensure compliance with the Securities Act, or as
otherwise set forth in this Indenture.

     

    (f)           Any
Debenture or Common Stock issued upon the conversion or exchange of a Debenture
that, prior to the date upon which the Company instructs the Trustee to remove
the Restricted Securities Legend pursuant to Section 2.07(c) above, is purchased
or owned by the Company or any Affiliate thereof, may not be resold by the
Company, and the Company may not permit any such Affiliate to resell it, unless
registered under the Securities Act or resold pursuant to an exemption from the
registration requirements of the Securities Act in a transaction that results in
such Debenture or Common Stock, as the case may be, no longer being “restricted
securities” (as defined under Rule 144).

     

    (g)           Neither
the Trustee nor any Agent shall have any responsibility for any actions taken or
not taken by the Depositary.  All notices and communications to be
given to the Holders and all payments to be made to Holders in respect of the
Debentures shall be given or made only to or upon the order of the registered
Holders (which shall be the Depositary or its nominee in the case of a Global
Security).  The rights of beneficial owners in any Global Security
shall be exercised only through the Depositary subject to the Applicable
Procedures.  The Trustee may conclusively rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its Agent Members and any beneficial owners.

     

    (h)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Debentures (including any transfers between or among Agent Members or beneficial
owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation as is expressly required by, and to do
so if and when expressly required by, the terms of this Indenture and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.  The Trustee shall have no obligations or duties
to the holders of any Common Stock issued pursuant to Article XII
hereof.

     

    SECTION
2.08.                              Replacement
Debentures.  If the Holder of a Debenture claims that the
Debenture has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Debenture if the Trustee’s
requirements are met.  If required by the Trustee or the Company as a
condition of receiving a replacement Debenture, such Holder shall provide a
certificate of loss and an indemnity and/or an indemnity bond sufficient, in the
judgment of both the Company and the Trustee, to fully protect the Company, the
Trustee, any Agent and any authenticating agent from any loss, liability, cost
or expense which any of them may suffer or incur if the Debenture is
replaced.  The Company and the Trustee may charge the relevant Holder
for their expenses in replacing any Debenture.

     

    
      
        
        

      

      
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    The
Trustee or any authenticating agent may authenticate any such substituted
Debenture, and deliver the same upon the receipt of such security or indemnity
as the Trustee, the Company and, if applicable, such authenticating agent may
require.  Upon the issuance of any substituted Debenture, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.  In case any Debenture which has matured
or is about to mature, or has been submitted for repurchase pursuant to Section
3.02 or 3.03 or is about to be converted into Common Stock pursuant to Article
XII, shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Debenture, pay or authorize the payment of or
convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Debenture), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to the authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such action, and, in case
of destruction, loss or theft, evidence satisfactory to the Company, the Trustee
and, if applicable, any Paying Agent or Conversion Agent of the destruction,
loss or theft of such Debenture and of the ownership thereof.

     

    Every
replacement Debenture is an additional obligation of the Company and shall be
entitled to all the benefits provided under this Indenture equally and
proportionately with all other Debentures duly issued, authenticated and
delivered hereunder.

     

    SECTION
2.09.                              Outstanding
Debentures.  The Debentures outstanding at any time are all the
Debentures properly authenticated by the Trustee except for those canceled by
the Trustee, those delivered to it for cancellation, and those described in this
Section as not outstanding.

     

    If a
Debenture is replaced pursuant to Section 2.08, it shall cease to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Debenture
is held by a bona fide purchaser.

     

    If
Debentures are considered paid under Section 4.01, converted under Article XII
or redeemed or repurchased pursuant to Section 3.01, 3.02 or 3.03, they shall
cease to be outstanding and interest on them shall cease to accrue, except as
may be otherwise set forth herein.

     

    Subject
to Section 2.10 hereof, a Debenture does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Debenture.

     

    SECTION
2.10.                              When Treasury Debentures
Disregarded.  In determining whether the Holders of the
required principal amount of Debentures have concurred in any direction, waiver
or consent, Debentures owned by the Company or an Affiliate of the Company shall
be considered as though they are not outstanding except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Debentures which a Trust Officer of the
Trustee actually knows are so owned shall be so disregarded. Prior to any such
determination, the Company shall be obliged to advise the Trustee of any
Debentures owned by the Company or an Affiliate of the Company.

     

    
      
        
        

      

      
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    SECTION
2.11.                              Temporary Debentures;
Definitive Securities.

     

    (a)           Until
definitive Debentures are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Debentures.  Temporary Debentures
shall be substantially in the form of definitive Debentures but may have
variations that the Company considers appropriate for temporary Debentures and
shall be reasonably acceptable to the Trustee.  Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Debentures in exchange for temporary Debentures.

     

    (b)           Definitive
Securities.

     

    (i)           Except
for transfers made in accordance with Section 2.07(b), a Global Security
deposited with the Depositary or with the Trustee as custodian for the
Depositary pursuant to Section 2.01 shall be transferred to the beneficial
owners thereof in the form of Definitive Securities only if such transfer
complies with Section 2.07 and (x) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a “clearing agency” registered under
the Exchange Act and a successor Depositary is not appointed by the Company
within 90 days of such notice, (y) an Event of Default has occurred and is
continuing, or (z) the Company, in its sole discretion, determines that the
Global Security will be exchangeable for Definitive Securities in registered
form and notifies the Trustee of its decision.

     

    (ii)          In
connection with the exchange of an entire Global Security for Definitive
Securities pursuant to clause (x) of Section 2.11(b)(i), such Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and upon Company Order the Trustee shall authenticate and
deliver to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount
of Definitive Securities of authorized denominations, and the Registrar shall
register such exchanges in the Register.

     

    (iii)         In
connection with the exchange of an entire Global Security for Definitive
Securities pursuant to clause (y) of Section 2.11(b)(i), if an Event of Default
has occurred and is continuing, upon receipt by the Registrar of instructions
from Agent Members on behalf of the owner of a beneficial interest in a Global
Security directing the Registrar to exchange such beneficial owner’s beneficial
interest in such Global Security for Definitive Securities, subject to and in
accordance with the Applicable Procedures, the Company shall promptly execute,
and upon Company Order the Trustee shall authenticate and make available for
delivery to such beneficial owner, Definitive Securities in a principal amount
equal to such beneficial interest in such Global Security.

     

    (iv)         If
(A) an event described in Section 2.11(b)(i)(x) occurs and Definitive Securities
are not issued promptly to all beneficial owners or (B) the Registrar receives
from a beneficial owner instructions to obtain Definitive Securities due to an
event described in Section 2.11(b)(i)(y) and Definitive Securities are not
issued promptly to any such beneficial owner, the Company expressly
acknowledges, with respect to the right of any Holder to pursue a remedy
pursuant to Section 6.06 hereof, the right of any beneficial owner of Debentures
to pursue such remedy with respect to the portion of the Global Security that
represents such beneficial owner’s Debentures as if such Definitive Securities
had been issued.

     

    
      
        
        

      

      
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    (c)           Any
Global Security or interest thereon that is transferable to the beneficial
owners thereof in the form of Definitive Securities shall, if held by the
Depositary, be surrendered by the Depositary to the Trustee, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion
of such Global Security, an equal aggregate principal amount of Debentures of
authorized denominations in the form of certificated Debentures in definitive
form.  Any portion of a Global Security transferred pursuant to this
Section shall be executed, authenticated and delivered only in denominations of
$2,000 and multiples of $1,000 in excess thereof and registered in such names as
the Depositary shall direct.

     

    (d)           Prior
to any transfer pursuant to Section 2.11(b), the registered Holder of a Global
Security may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the
Debentures.

     

    (e)           The
Company will make available to the Trustee a reasonable supply of certificated
Debentures in definitive form without interest coupons.

     

    SECTION
2.12.                              Cancellation.  The
Company at any time may deliver Debentures to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Debentures surrendered to them for registration of transfer,
exchange or payment.  The Trustee and no one else may cancel
Debentures surrendered for registration of transfer, exchange, payment,
replacement, conversion, redemption, repurchase or cancellation.  Upon
written instructions of the Company, the Trustee shall dispose of canceled
Debentures in accordance with its customary procedures for the disposition of
canceled securities and, after such disposition, shall upon request deliver a
certificate of disposition to the Company.  The Company may not issue
new Debentures to replace Debentures that it has paid or repurchased or that
have been delivered to the Trustee for cancellation or that any Holder has (i)
converted pursuant to Article XII hereof, or (ii) submitted for repurchase
pursuant to Section 3.02 or 3.03 hereof (unless validly revoked pursuant to
Section 3.04).

     

    SECTION
2.13.                              [Intentionally
omitted]

     

    SECTION
2.14.                              CUSIP
Number.  (a)  The Company, in issuing the Restricted
Debentures, will use a restricted CUSIP number for such Debentures until such
time as the Restricted Securities Legend, as the case may be, is removed
pursuant to Section 2.07(c) or 2.07(d). At such time as the applicable
restrictive legend is removed from such Debentures pursuant to Section 2.07(c)
or 2.07(d), the Company will use an unrestricted CUSIP number for such
Debenture, but only with respect to the Debentures where so
removed.

     

    (b)           The
Company, upon issuing shares of Common Stock upon conversion of Restricted
Debentures, will use a restricted CUSIP number for such shares of Common Stock.
With respect to such share of Common Stock, until such time as the applicable
Restricted Stock Legend is removed pursuant to Section 2.07(c) or 2.07(d) from
such share of Common Stock, as the case may be, such restricted CUSIP will be
the CUSIP numbers for such share of Common Stock.  At such time as the
applicable restrictive legend is removed from such share of Common Stock
pursuant to Section 2.07(c) or (d), an unrestricted CUSIP number for such share
of Common Stock will be deemed to be the CUSIP number therefor, but only with
respect to the shares where so removed.

     

    
      
        
        

      

      
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    (c)           The
Trustee shall use the applicable CUSIP number in notices of redemption as a
convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such number
either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such number.  The Company will
promptly notify the Trustee in writing of any change in the CUSIP
number.

     

    SECTION
2.15.                              Interest Payable in Cash or
Common Stock.  (a) The Company may pay interest in cash or, at
any time on or after the one-year anniversary of the Issue Date or (if later)
the one-year anniversary of the issuance date of any additional Debentures
subsequently issued, in Common Stock or any combination of cash and Common
Stock, at the Company’s option.  If the Company elects to pay some or
all of any interest payment in Common Stock, then the number of shares of Common
Stock a Holder will receive will be that number of shares equal to (x) the
amount of the portion of the interest payment to be paid to such Holder in
shares, divided by (y) the product of (i) the price per share of the Common
Stock determined during the 20 consecutive Trading Days ending on the second
Trading Day immediately preceding the Record Date for such interest payment
using the sum of the Interest Daily Price Fractions for such 20 consecutive
Trading Days (where “Interest Daily Price
Fraction” means, for each such Trading Day, 5% multiplied by the Daily
VWAP per share of the Common Stock for such day), multiplied by (ii)
97.5%.

     

    (b)           The
Company shall not deliver fractional shares if the Company uses shares of Common
Stock as consideration in any interest payment.  Instead, the Company
shall either (i) deliver a number of shares of Common Stock rounded up to the
nearest whole number of shares of Common Stock or (ii) pay cash in lieu of
fractional shares based on the per-share value determined pursuant to clause (y)
in Section 2.15(a).  The Company shall not issue any shares in
connection with any interest payment without complying to any extent required
with New York Stock Exchange Rule 312 (which requires shareholder approval of
certain issuances of stock), or any similar rule of any other stock exchange on
which the Common Stock may be listed, if applicable.

     

    (c)           The
Company will notify Holders at least five Business Days prior to the start of
the averaging period referred to in Section 2.15(a) of the extent to which the
Company will pay any portion of such interest payment using shares of Common
Stock.  The Company’s right to deliver any such notice and the
Company’s right to make any such payment using, in whole or in part, shares of
Common Stock are subject to the requirement that any such shares the Company
delivers will be Freely Tradable.  If the Company determines after
giving any such notice but prior to delivering any shares that such shares would
not be Freely Tradable, the Company will make such payment entirely in
cash.  The Company may not change the form or components or
percentages of consideration to be paid in respect of such payment once the
Company has given Holders notice thereof, except as described in the preceding
sentence.

     

    
      
        
        

      

      
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    (d)           If
the Company makes any such interest payment in shares of Common Stock, on the
third Business Day following the relevant Interest Payment Date, the Company
shall issue and shall deliver to each Holder on the Relevant Record Date at the
office or agency maintained by the Company for such purpose pursuant to Section
4.04, a certificate or certificates for, or effect a book-entry transfer through
the Depositary with respect to, the number of full shares of Common Stock
issuable in accordance with the provisions of Section 2.15(a) and a check or
cash in respect of any fractional interest in respect of a share of Common
Stock, as provided in Section 2.15(b).

     

    ARTICLE
III


     

    REDEMPTION
AND REPURCHASE OF DEBENTURES

     

    SECTION
3.01.                              Redemption of Debentures at
the Option of the Company.  (a)  At any time, the
Company may redeem Debentures (an “Optional Redemption”)
for cash (except as set forth below with respect to any Make Whole Optional
Redemption Premium that may be payable), in whole or in part, if the Last
Reported Sale Price of the Common Stock has been at least 150% of the Conversion
Price then in effect for at least 20 Trading Days during any 30 consecutive
Trading Day period ending within five Trading Days prior to the date on which
the Company provides the Redemption Notice (as defined in subsection (f) of this
Section 3.01).  The price to be paid by the Company in connection with
the Optional Redemption (the “Redemption Price”)
will equal the sum of (1) 100% of the principal amount of the Debentures to be
redeemed, plus (2) accrued and unpaid interest, including Additional Interest,
if any, to, but excluding, the Redemption Date (as defined in subsection (f) of
this Section 3.01), plus (3) if the Company redeems the Debentures prior to
December 31, 2014, a Make Whole Optional Redemption Premium as described in
subsection (b) of this Section 3.01.

     

    (b)           If
the Company redeems Debentures pursuant to this Section 3.01 prior to December
31, 2014, the Company will make a payment (the “Make Whole Optional
Redemption Premium”) in cash, in Common Stock or any combination of cash
and Common Stock, at the Company’s option, equal to the present value of the
remaining scheduled payments of interest that would have been made on the
Debentures to be redeemed had such Debentures remained outstanding from the
Redemption Date to December 31, 2014 (excluding interest accrued to, but
excluding, the Redemption Date, which shall be otherwise paid pursuant to clause
(2) of the definition of Redemption Price).  The present value of the
remaining interest payments will be computed using a discount rate equal to
2.5%.  If the Company elects to pay some or all of the Make Whole
Optional Redemption Premium in Common Stock, then the number of shares of Common
Stock a Holder will receive will be that number of shares equal to (x) the
amount of the Make Whole Optional Redemption Premium to be paid to such Holder
in shares, divided by (y) the product of the (i) the price per share of the
Common Stock determined during the 20 consecutive Trading Days ending on the
second Trading Day immediately preceding the Redemption Date using the sum of
the Make-Whole Daily Price Fractions for such 20 consecutive Trading Days (where
“Make-Whole Daily
Price Fraction” means, for each such Trading Day, 5% multiplied by the
Daily VWAP per share of the Common Stock for such day), multiplied by (ii)
97.5%.

     

    
      
        
        

      

      
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    (c)           The
Company shall not deliver fractional shares if the Company uses shares of Common
Stock as consideration in any Make Whole Optional Redemption Premium
payment.  Instead, the Company shall either (i) deliver a number of
shares of Common Stock rounded up to the nearest whole number of shares of
Common Stock or (ii) pay cash in lieu of fractional shares based on the
per-share value determined pursuant to clause (y) of Section
3.01(b).  The Company shall not issue any shares in connection with
any Make Whole Optional Redemption Premium payment without complying to any
extent required with New York Stock Exchange Rule 312 (which requires
shareholder approval of certain issuances of stock), or any similar rule of any
other stock exchange on which the Common Stock may be listed, if
applicable.

     

    (d)           The
Company must make Make Whole Optional Redemption Premium payments on all
Debentures called for Optional Redemption prior to December 31, 2014, including
Debentures converted after the date the Company delivers the Redemption
Notice.  Notwithstanding the foregoing, if the Company sets a
Redemption Date between a Record Date and the corresponding Interest Payment
Date, the Company will not pay accrued interest to any redeeming Holder, and
will instead pay the full amount of the relevant interest payment on such
Interest Payment Date to the Holder of record on such Record Date, and the Make
Whole Optional Redemption Premium payment made on such Debentures to converting
or redeeming Holders will equal the present value of all remaining interest
payments, starting with the next Interest Payment Date for which interest has
not been provided for above, calculated as described above.

     

    (e)           The
Company shall notify Holders at least five Business Days prior to the start of
the averaging period referred to in Section 3.01(b) above of the extent to which
the Company will pay any portion of the Make Whole Optional Redemption Premium
using shares of Common Stock.  The Company’s right to deliver any such
notice and the Company’s right to make any such payment using, in whole or in
part, shares of Common Stock are subject to the requirement that (i) any such
shares the Company delivers are Freely Tradable or (ii) if the Company elects to
redeem Debentures at any time before the one-year anniversary of the Issue Date
or (if later) the one-year anniversary of the issuance date of any additional
Debentures subsequently issued, the Company have an effective registration
statement under the Securities Act relating to the shares of Common Stock to be
issued upon payment of such Make Whole Optional Redemption Premium at the time
the Company delivers a Redemption Notice to the Holders.  If the
Company determines after giving any such notice but prior to delivering any
shares that such shares would not be Freely Tradable or the Company does not
have an effective registration statement at the time the Company pays any such
Make Whole Optional Redemption Premium, as the case may be, the Company will
make such payment entirely in cash.  The Company may not change the
form or components or percentages of consideration to be paid in respect of such
payment once the Company has given Holders notice thereof, except as described
in the preceding sentence.

     

    
      
        
        

      

      
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    (f)           The
Company will give, or cause to be given by the Trustee, written notice of
redemption (the “Redemption Notice”)
not less than 30 nor more than 60 Business Days before the Redemption Date to
the Trustee, the Paying Agent and each Holder at the addresses as shown on the
Register.  The Redemption Notice shall include such notices as are
required by law and shall state: (i) the aggregate principal amount of
Debentures to be redeemed; (ii) the CUSIP number or numbers of the Debentures
being redeemed; (iii) the Business Day on which the redemption will be effected
(the “Redemption
Date”); (iv) the Redemption Price; (v) whether the Company will pay the
Make Whole Optional Redemption Premium in cash, Common Stock or a combination of
cash and Common Stock (in which case the relative percentages will be
specified); (vi) the place or places of payment and that payment will be made
upon presentation and surrender of such Debentures; (vii) that interest accrued
and unpaid to, but excluding, the Redemption Date will be paid as specified in
said notice, and that on and after said date interest thereon or on the portion
thereof to be redeemed will cease to accrue; (viii) that the Holder has a right
to convert the Debentures called for redemption; (ix) the Conversion Rate on the
date of Redemption Notice; (x) the method of calculating the number of shares to
be delivered to the Holder upon conversion with respect to any conversions made
prior to the Redemption Date; (xi) that the Company will pay cash for fractional
interests in shares of Common Stock, if any, with respect to any conversions
made prior to the Redemption Date and (xii) if required, whether the Company has
an effective resale shelf registration statement with respect to any shares it
may issue as payment for the Make Whole Optional Redemption Premium and, if so,
include a selling shareholder questionnaire to enable each Holder or beneficial
owner of Debentures to be named as a selling shareholder in such resale shelf
registration statement.  If fewer than all the Debentures are to be
redeemed, the Redemption Notice shall identify the Debentures to be redeemed
(including CUSIP numbers, if any).  In case any Debenture is to be
redeemed in part only, the Redemption Notice shall state the portion of the
principal amount thereof to be redeemed and shall state that, on and after the
Redemption Date, upon surrender of such Debenture, a new Debenture or Debentures
in principal amount equal to the unredeemed portion thereof will be
issued.  If the Company does not specify the type of consideration by
which it will pay the Make Whole Optional Redemption Premium, it will be
required to pay the Make Whole Optional Redemption Premium entirely in
cash.  Simultaneously with providing the Redemption Notice, the
Company shall also issue a press release announcing the occurrence of such
Optional Redemption (and make the press release available on its
website).

     

     

    (g)           If
the Company decides to redeem fewer than all of the outstanding Debentures, the
Trustee will select the Debentures to be redeemed by lot, or on a pro rata basis
or by another method the Trustee considers fair and appropriate. If the Trustee
selects a portion of a Holder’s Debentures for partial redemption and such
Holder converts a portion of its Debentures, the converted portion will be
deemed to be from the portion selected for redemption.  In the event
of any redemption in part, the Company shall not be required to (i) issue,
register the transfer of or exchange any Debentures during a period beginning at
the opening of business 15 days before any selection for redemption of
Debentures and ending at the close of business on the earliest date on which the
relevant Redemption Notice is deemed to have been given to all Holders of
Debentures to be redeemed or (ii) register the transfer of or exchange any
Debentures so selected for redemption, in whole or in part, except the
unredeemed portion of any Debentures being redeemed in part.  Any
Debenture redeemed in part shall be redeemed in an amount equal to $1,000 or a
multiple of $1,000 in excess thereof; provided that the portion not
so purchased is in a minimum principal amount of $2,000.  No
Debentures of a principal amount of $2,000 or less shall be purchased in
part.

     

    
      
        
        

      

      
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    (h)           On
or prior to the Redemption Date, the Company shall deposit with the Trustee or
with the Paying Agent an amount of money in immediately available funds
sufficient to redeem on the Redemption Date all the Debentures (or portions
thereof) so called for redemption (other than those theretofore surrendered for
conversion into Common Stock) at the Redemption Price other than with respect to
any portion of any Make Whole Optional Redemption Premium to be paid in shares
of Common Stock; provided that if such payment
is made on the Redemption Date it must be received by the Trustee or Paying
Agent, as the case may be, by 10:00 a.m. New York City time on such
date.  If any Debenture called for redemption is converted pursuant
hereto prior to such Redemption Date, any money deposited with the Trustee or
the Paying Agent with respect to such converted Debenture and accrued interest
thereon shall be paid to the Company upon its written
request.  Whenever any Debentures are to be redeemed pursuant to this
Section 3.01, the Company will give the Trustee written notice in the form of an
Officer’s Certificate not fewer than 45 days (or such shorter period of time as
may be acceptable to the Trustee) prior to the Redemption Date as to the
aggregate principal amount of Debentures to be redeemed.

     

    If the
Company makes any such Make Whole Optional Redemption Premium payment in shares
of Common Stock, on the third Business Day following the relevant Redemption
Date, the Company shall issue and shall deliver to each Holder of record on the
Redemption Date at the office or agency maintained by the Company for such
purpose pursuant to Section 4.04, a certificate or certificates for, or effect a
book-entry transfer through the Depositary with respect to, the number of full
shares of Common Stock issuable in accordance with the provisions of Section
3.01(b) and a check or cash in respect of any fractional interest in respect of
a share of Common Stock, as provided in Section 3.01(c).  In case any
Debenture of a denomination of an integral multiple greater than $2,000 is
partially redeemed, and subject to Section 2.02, the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of the Debenture so
surrendered, without charge to him or her, a new Debenture or Debentures in
authorized denominations in an aggregate principal amount equal to the
unredeemed portion of the Debenture.

     

    SECTION
3.02.                              Repurchase at the Option of
the Holders.  (a)  Holders have the right to require
the Company to repurchase the Debentures on December 31, 2014, 2019, 2024, 2029
and 2034 (each of which, an “Optional Repurchase
Date”).  The repurchase price payable for a Debenture (the
“Optional Repurchase
Price”) will equal the sum of (1) 100% of the principal amount of the
Debentures to be redeemed, plus (2) accrued and unpaid interest, including
Additional Interest, if any, to, but excluding, the Optional Repurchase Date,
unless such Optional Repurchase Date falls after a Record Date in respect of
such interest payment and on or prior to the corresponding Interest Payment
Date, in which case the Company will pay the full amount of accrued and unpaid
interest payable on such Interest Payment Date to the Holder of record at the
close of business on such Record Date.  The Company may elect to pay
the Optional Repurchase Price in cash, shares of the Common Stock or any
combination of cash and shares of the Common Stock, at the Company’s
option.  If the Company elects to pay some or all of the Optional
Repurchase Price in shares of the Common Stock, then the number of shares of the
Common Stock a Holder will receive in exchange for the portion of the Optional
Repurchase Price to be paid in Common Stock will be that number of shares equal
to (x) that portion of the Optional Repurchase Price to be paid to such Holder
in shares, divided by (y) the product of (i) the price per share of the Common
Stock determined during the 40 consecutive Trading Days ending on the second
Trading Day immediately preceding the Optional Repurchase Date using the sum of
the Repurchase Daily Price Fractions for such 40 consecutive Trading Days (where
“Repurchase Daily
Price Fraction” means, for each such trading day, 2.5% multiplied by the
Daily VWAP per share of Common Stock for such day), multiplied by (ii)
97.5%.

     

    
      
        
        

      

      
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    (b)           The
Company will not deliver fractional shares if the Company uses shares of Common
Stock as consideration in any Optional Repurchase Price
payment.  Instead, the Company will either (i) deliver a number of
shares of Common Stock rounded up to the nearest whole number of shares or (ii)
pay cash in lieu of fractional shares based on the per-share value determined
pursuant to clause (y) above.  The Company will not issue any shares
in connection with the payment of any Optional Repurchase Price without
complying to any extent required with New York Stock Exchange Rule 312 (which
requires shareholder approval of certain issuances of stock), or any similar
rule of any other stock exchange on which the Common Stock may be listed, if
applicable.

     

    (c)           The
Company will notify Holders at least five Business Days prior to the start of
the averaging period referred to in Section 3.02(a) above of the extent to which
the Company will pay any portion of the Optional Repurchase Price using shares
of Common Stock.  The Company’s right to deliver any such notice and
the Company’s right to make any such payment using, in whole or in part, shares
of Common Stock are subject to the requirement that (i) any such shares the
Company delivers are Freely Tradable or (ii) if the Optional Repurchase Date
occurs at any time before the one-year anniversary of the Issue Date or (if
later) the one-year anniversary of the issuance date of any additional
Debentures subsequently issued, the Company have an effective registration
statement under the Securities Act relating to the shares of Common Stock to be
issued upon payment of such Optional Repurchase Price at the time the Company
delivers an Optional Repurchase Notice to the Holders.  If the Company
determines after giving any such notice but prior to delivering any shares that
such shares would not be Freely Tradable or the Company does not have an
effective registration statement at the time it pays any such Optional
Repurchase Price, as the case may be, the Company will make such payment
entirely in cash.  The Company may not change the form or components
or percentages of consideration to be paid in respect of such payment once the
Company has given Holders notice thereof, except as described in the preceding
sentence.

     

    (d)           Notice
of each Optional Repurchase Date (the “Optional Repurchase
Notice”) shall be mailed by the Company or by the Trustee at the
direction of the Company to the Holders as shown on the Register not less than
60 Business Days before the applicable Optional Repurchase Date at the addresses
as shown on the Register, and shall include such disclosures as are required by
law and shall state:  (i) whether the Company will pay the Optional
Repurchase Price of the Debentures in cash, Common Stock or a combination of
cash and Common Stock (in which case the relative percentages will be
specified); (ii) if the Company elects to pay all or a portion of the Optional
Repurchase Price in shares of Common Stock, the method by which the Company is
required to calculate the market price of the Common Stock; (iii) the procedures
that Holders must follow to require the Company to repurchase their Debentures;
and (iv) if required, whether the Company has an effective resale shelf
registration statement with respect to any shares it may issue as payment for
the Optional Repurchase Price, and if so, include a selling shareholder
questionnaire to enable each Holder or beneficial owner of Debentures to be
named as a selling shareholder in such resale shelf registration
statement.  Simultaneously with the providing of the Optional
Repurchase Notice, the Company will also issue a press release (and make the
press release available on its website).  The Company may not change
the form or components or percentages of components of consideration to be paid
for the Debentures once it has given the Holders the Optional Repurchase Notice,
except as otherwise provided in Section 3.02(c).

     

    
      
        
        

      

      
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    (e)           If
the Company pays all or part of any Optional Repurchase Price in shares of
Common Stock, on the third Business Day following the relevant Optional
Repurchase Date, the Company shall issue and shall deliver to each Holder of
record on the Optional Repurchase Date at the office or agency maintained by the
Company for such purpose pursuant to Section 4.04, a certificate or certificates
for, or effect a book-entry transfer through the Depositary with respect to, the
number of full shares of Common Stock issuable in accordance with the provisions
of Section 3.02(a) and a check or cash in respect of any fractional interest in
respect of a share of Common Stock, as provided in Section
3.02(b).  In case any Debenture of a denomination of an integral
multiple greater than $2,000 is partially repurchased, and subject to Section
2.02, the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder of the Debenture so surrendered, without charge to him or her, a
new Debenture or Debentures in authorized denominations in an aggregate
principal amount equal to the unrepurchased portion of the
Debenture.

     

    SECTION
3.03.                              Repurchase Upon Fundamental
Change at the Option of the Holders.  (a)  Upon the
occurrence of a Fundamental Change (the effective date of each such occurrence,
the “Fundamental
Change Date”), the Company shall notify the Holders and the Trustee in
writing of such occurrence and shall be required to make an offer (the “Fundamental Change
Offer”) to repurchase all Debentures then outstanding at a repurchase
price in cash (the “Fundamental Change
Payment”) equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, including Additional Interest, if any, to, but excluding, the
Fundamental Change Purchase Date (as defined in Section 3.03(b)) (unless the
Fundamental Change Purchase Date is between a Record Date and the Interest
Payment Date to which it relates, in which case the Company will pay accrued and
unpaid interest on such Interest Payment Date to the Holder of record on such
Record Date and the Fundamental Change Payment will be equal to 100% of the
principal amount of the Debentures subject to repurchase and will not include
accrued and unpaid interest, including any Additional Interest).

     

    (b)           Notice
of a Fundamental Change and the Fundamental Change Offer (the “Fundamental Change
Notice”) shall be mailed by the Company or the Trustee at the direction
of the Company to the Holders as shown on the Register not more than 10 days
after the applicable Fundamental Change Date at the addresses as shown on the
Register, with a copy to the Trustee and the Paying Agent.  The
Fundamental Change Notice, which shall govern the terms of the Fundamental
Change Offer, shall include such disclosures as are required by law and shall
state, to the extent applicable:  (i) the events causing a Fundamental
Change; (ii) the Fundamental Change Date, and, if the Fundamental Change is a
Make Whole Fundamental Change, the effective date of the Make Whole Fundamental
Change; (iii) the last date on which a Holder may exercise the purchase right;
(iv) the Fundamental Change Payment; (v) the date of the purchase (the “Fundamental Change Purchase
Date”), which is to be no earlier than the 20th and no later than the
35th calendar day following the date of the Fundamental Change Notice; (vi) the
name and address of the Paying Agent and the Conversion Agent; (vii) the
applicable Conversion Rate and, if applicable, any adjustments to the applicable
Conversion Rate; (viii) that the Debentures with respect to which a Fundamental
Change repurchase election has been delivered by a Holder may be converted only
if the Holder withdraws the Fundamental Change repurchase election in accordance
with the terms of this Indenture; and (ix) the procedures that Holders must
follow to require the Company to purchase their
Debentures.  Simultaneously with the providing of the Fundamental
Change Notice, the Company will also issue a press release announcing the
occurrence of the Fundamental Change (and make the press release available on
its website).  Unless and until the Trustee shall receive a
Fundamental Change Notice, the Trustee may assume without inquiry that no
Fundamental Change has occurred.

     

    
      
        
        

      

      
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    (c)           In
the case of any reclassification, change, consolidation, merger, combination,
assignment, sale, lease, conveyance or other transfer to which Section 12.06
applies, in which the Common Stock is exchanged as a result into the right to
receive stock, securities or other property or assets (including cash) which
includes shares of common stock of the Company or another Person that are, or
upon issuance will be, traded on a U.S. national securities exchange or approved
for trading on an established automated over-the-counter trading market in the
United States, then the Person formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture (which shall comply with the TIA
as in force at the date of execution of such supplemental indenture) modifying
the provisions of this Indenture relating to the right of Holders to cause the
Company to repurchase Debentures following a Fundamental Change, including the
applicable provisions of this Section 3.03 and the definitions of Fundamental
Change, as appropriate, as determined in good faith by the Company (which
determination shall be conclusive and binding), to make such provision apply to
such common stock and the issuer thereof if different from the Company and the
Common Stock (in lieu of the Company and the Common Stock).

     

    (d)           The
Company will not be required to make a Fundamental Change Offer if a third party
makes a Fundamental Change Offer in the manner, at the times and otherwise in
compliance with the requirements set forth herein applicable to a Fundamental
Change Offer made by the Company and purchases all Debentures validly tendered
and not withdrawn under such Fundamental Change Offer.

     

    SECTION
3.04.                              General Provisions
Applicable to Repurchases.  The following additional provisions
shall apply to repurchases pursuant to Sections 3.02 and 3.03.

     

    (a)           To
exercise its rights under Section 3.02 or 3.03, a Holder must deliver the
Debentures to be purchased, together with a written purchase notice, to the
Paying Agent, (1) in the case of an Optional Repurchase Date, at any time after
the opening of business on the date that is 20 Business Days prior to the
Optional Repurchase Date until the close of business on the Business Day
immediately preceding the Optional Repurchase Date, or (2) in the case of a
Fundamental Change Offer, after receipt of the Fundamental Change Notice and on
or before the Business Day immediately preceding the Fundamental Change Purchase
Date.  The purchase notice must contain: (x) if the Debentures are not
certificated, the Holder’s notice must comply with appropriate DTC procedures
or, if the Debentures are certificated, the notice shall include the certificate
numbers of the Holder’s Debentures to be delivered for purchase; (y) the portion
of the principal amount of the Holder’s Debentures to be purchased, which must
be $1,000 or a multiple of $1,000; provided that the portion not
to be purchased is in a minimum principal amount of $2,000; and (z) that the
Holder’s Debentures are to be purchased by the Company pursuant to the
applicable provisions of the Debentures and this Indenture.  In
addition, if the Debentures are certificated, the Debentures delivered for
repurchase shall be duly endorsed for transfer and the written purchase notice
in the appropriate form on the reverse side of the Debentures shall be duly
completed. No Debentures of a principal amount of $2,000 or less shall be
purchased by the Company in part.

     

    
      
        
        

      

      
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    (b)           On
or prior to the Optional Repurchase Date or the Fundamental Change Purchase
Date, as the case may be, the Company will deposit with the Trustee or with the
Paying Agent an amount of money in immediately available funds sufficient to
repurchase on such date all the Debentures (or portions thereof) tendered for
repurchase (other than those theretofore surrendered for conversion into Common
Stock) and not withdrawn, other than with respect to any portion of the Optional
Repurchase Price to be paid in shares of Common Stock; provided that if such payment
is made on the Optional Repurchase Date or the Fundamental Change Purchase Date,
as the case may be, it must be received by the Trustee or Paying Agent, as the
case may be, by 10:00 a.m. New York City time on such date.

     

    (c)           A
Holder that has exercised a repurchase right will receive payment of the cash
portion of the Optional Repurchase Price or the Fundamental Change Payment, as
the case may be, promptly following the later of (i) the Optional Repurchase
Date or the Fundamental Change Purchase Date, as the case may be, or (ii) the
time of book-entry transfer or the delivery of the Debentures.  If the
Paying Agent holds money or securities sufficient to pay the cash portion of the
purchase price of the Debentures to be repurchased on the second Business Day
following the Optional Repurchase Date or the Fundamental Change Purchase Date,
as the case may be, then the following shall occur:

     

    (1)      the
Debentures tendered for purchase and not withdrawn will cease to be outstanding
and interest, including Additional Interest, if any, will cease to accrue on
such Debentures on the Optional Repurchase Date or the Fundamental Change
Purchase Date, as the case may be (whether or not book-entry transfer of the
Debentures is made or whether or not the Debentures are delivered to the Paying
Agent); and

     

    (2)      all
other rights of the Holders with respect to the Debentures tendered for purchase
and not withdrawn will terminate on the Optional Repurchase Date or the
Fundamental Change Purchase Date, as the case may be (other than the right to
receive the purchase price, previously accrued and unpaid interest (including
any Additional Interest) and any other payment due upon delivery or transfer of
the Debentures).

     

    (d)           The
offers in connection with the Optional Repurchase Dates and any Fundamental
Change Offers shall be made by the Company in compliance with all applicable
provisions of the Exchange Act, all applicable tender offer rules promulgated
thereunder and all other federal and state securities laws, to the extent such
laws and regulations are then applicable and shall include all instructions and
materials (such as the filing of a Schedule TO or any other required schedule)
that the Company shall reasonably deem necessary to enable each such Holder to
tender its Debentures.  The Company will not purchase Debentures if
the principal amount of the Debentures has been accelerated, and such
acceleration has not been rescinded, on or prior to the Optional Repurchase Date
or the Fundamental Change Purchase Date, as the case may be.

     

    
      
        
        

      

      
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    (e)           Notwithstanding
anything herein to the contrary, any Holder delivering to a Paying Agent an
election to have its Debentures purchased pursuant to Section 3.02 or 3.03 shall
have the right to withdraw such election in whole or in a portion thereof that
is a principal amount of $1,000 or in an integral multiple thereof; provided that the portion not
to be so purchased is in a minimum principal amount of $2,000, if the Paying
Agent receives, not later than close of business on the Business Day immediately
preceding the Optional Repurchase Date or the Fundamental Change Purchase Date,
as the case may be, a facsimile transmission or letter setting forth (i) the
name of the Holder; (ii) the principal amount of withdrawn Debentures, which
must be $1,000 or a multiple of $1,000, and provided that the portion
remaining to be repurchased is in a minimum principal amount of $2,000; (iii) if
certificated Debentures have been issued, the certificate numbers of the
withdrawn Debentures, or if not certificated, the notice must comply with
appropriate DTC procedures; and (iv) the principal amount, if any, which remains
subject to the notice of election.

     

    ARTICLE
IV


     

    COVENANTS

     

    SECTION
4.01.                              Payment of
Debentures.  The Company shall pay the principal of and
interest on the Debentures on the dates and in the manner provided in the
Debentures.  Principal, interest or cash payments to be made pursuant
to Article III shall be considered paid on the date due if the Trustee or Paying
Agent (other than the Company or a Subsidiary of the Company or any Affiliate of
the Company) holds as of 10:00 a.m. New York City time on that date immediately
available funds designated for and sufficient to pay all principal, interest and
cash payments to be made pursuant to Article III then due; provided, however, that money held by
the Agent for the benefit of holders of Senior Indebtedness pursuant to the
provisions of Article XI hereof or the payment of which to the Holders is
prohibited by Article XI shall not be considered to be designated for the
payment of any principal of or interest on the Debentures within the meaning of
this Section 4.01.

     

    To the
extent lawful, the Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on (i) overdue principal, at the
rate borne by Debentures per annum; and (ii) overdue installments of interest
(without regard to any applicable grace period) at the same rate per annum, in
each case during the period in which such Default is continuing.

     

    SECTION
4.02.                              Reports.  So
long as any Debentures are outstanding, the Company will furnish to the Trustee
and the Holders within 15 days after the date on which the Company would be
required to file the same with the Commission pursuant to its rules and
regulations (giving effect to any grace period provided by Rule 12b-25 under the
Exchange Act), all quarterly and annual financial information (without exhibits)
required to be contained in a filing with the Commission on Forms 10-Q and 10-K,
including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and, with respect to the annual consolidated financial
statements only, a report thereon by the Company’s independent registered public
accountants.  Documents filed by the Company with the Commission via
the EDGAR system will be deemed to be filed with the Trustee as of the time such
documents are filed via EDGAR. The Trustee shall have no duty to search for or
obtain any electronic or other filings that the Company makes with the
Commission, regardless of whether such filings are periodic, supplemental or
otherwise.

     

    
      
        
        

      

      
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    If at any
time the Company is not subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Company will file all reports, if any, as would
be required by the provisions of Section 314(a) of the TIA with the Trustee and
will furnish to Holders, beneficial owners of the Debentures and prospective
purchasers of the Debentures or shares of Common Stock issuable upon conversion
of the Debentures, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) of the Securities Act.

     

    Delivery
of all reports, information and documents to the Trustee pursuant to this
Section 4.02 is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates).

     

    SECTION
4.03.                              Compliance
Certificate.  (a)  The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, an
Officer’s Certificate as to such Officer’s knowledge of any Default that
occurred during the previous year and whether the Company is in Default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice
provided hereunder).

     

    (b)           The
Company shall, so long as any of the Debentures are outstanding, deliver to the
Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officer’s Certificate specifying such Default or Event of Default, including,
within 30 days after the occurrence of an Event of Default under subsections (g)
through (j) of Section 6.01, a written notice of the events, their status and
the actions that the Company is taking or proposes to take in respect
thereof.

     

    SECTION
4.04.                              Maintenance of Office or
Agency.  The Company shall maintain or cause to be maintained
the office or agency required under Section 2.03.  The Company shall
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not maintained by the Trustee.  If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof,
presentations, surrenders, notices and demands with respect to the Debentures
may be made or served at the Corporate Trust Office of the Trustee.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Debentures may be presented or surrendered for any or all
such purposes and may from time to time rescind such designation.

     

    
      
        
        

      

      
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    SECTION
4.05.                              Continued
Existence.  Subject to Article V, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence.

     

    SECTION
4.06.                              Appointments to Fill
Vacancies in Trustee’s Office.  The Company, whenever necessary
to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner
provided in Section 7.08, a Trustee, so that there shall at all times be a
Trustee hereunder.

     

    SECTION
4.07.                              Stay, Extension and Usury
Laws.  The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter enforced, that may
affect the Company’s obligation to pay the Debentures; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law insofar as such law applies to the Debentures, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been
enacted.

     

    SECTION
4.08.                              Taxes and Other
Claims.  The Company shall, and shall cause each of its
Subsidiaries to, pay prior to delinquency (i) all taxes, assessments and
government levies; provided, however, that the Company
shall not be required to pay or cause to be paid any such tax, assessment or
levy (A) if the failure to do so will not, in the aggregate, have a material
adverse impact on the Company and its Subsidiaries taken as a whole, or (B) if
the amount, applicability or validity is being contested in good faith by
appropriate proceedings, and (ii) all material lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a lien upon the
property of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings and for which adequate
provision has been made.

     

    SECTION
4.09.                              Increased Interest
Rate.

     

    (a)                 If
at any time during the six months to one year period following the Issue Date,
(i) the Company fails to timely file any document or report that it is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(other than any Current Report on Form 8-K), or (ii) the Debentures are not
otherwise freely tradable by Holders (other than Holders who are Affiliates of
the Company or any Person that has been an Affiliate of the Company at any time
during the three months preceding the applicable date) as a result of
restrictions pursuant to the U.S. securities laws or the terms of this Indenture
or the Debentures, the Company will make on the next succeeding Interest Payment
Date (or, in the case of a converting Holder, upon the conversion of such
Holder’s Debentures) a one-time payment in respect of the Debentures in the
amount of 0.50% of their principal amount.

     

    (b)           Unless:

     

    (i)           the
Restricted Securities Legend on the Debentures has been removed,
and

     

    
      
        
        

      

      
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    (ii)          the
Debentures are freely tradable pursuant to Rule 144 under the Securities Act
without volume restrictions by Holders other than Affiliates of the Company or
any Person that has been an Affiliate of the Company at any time during the
three months preceding the applicable date (as a result of restrictions pursuant
to U.S. securities law or the terms of this Indenture or the
Debentures),

     

    as of the
365th day after the Issue Date, the interest rate on the Debentures will be
increased by 0.50% per annum.  So long as a condition described in
either clause (1) or (2) of Section 4.09(b) continues to fail to be satisfied,
the Company shall pay such Additional Interest in cash on each Interest Payment
Date to the Person who is the Holder of record of the Debentures on the
immediately preceding Record Date.  When such condition is satisfied,
accrued and unpaid Additional Interest through the date of satisfaction will be
paid in cash on the subsequent Interest Payment Date to the record Holder on the
Record Date.  In no event shall Additional Interest accrue under the
terms of this Indenture (taking any Additional Interest under the provision
described in this Section 4.09 together with any interest under Section 6.02(b))
at an annual rate in excess of 0.50%, in the aggregate, for any violation or
default caused by the Company’s failure to be current in respect of its Exchange
Act reporting obligations.

     

    (c)                 During
the period of one year after the Issue Date, the Company will not, and will not
permit any of its “affiliates” (as defined in Rule 144 under the Securities Act)
to, resell any Debentures that have been reacquired by the Company or acquired
by any of them.

     

    SECTION
4.10.                              Additional Interest
Notice.  In the event that the Company is required to pay
Additional Interest to Holders of Debentures pursuant to Section 4.09 or 6.02(b)
hereof, the Company shall provide a direction or order in the form of a written
notice to the Trustee (and if the Trustee is not the Paying Agent, the Paying
Agent) of the Company’s obligation to pay such Additional Interest no later than
three Business Days prior to the date on which any such Additional Interest is
scheduled to be paid.  Such notice shall set forth the amount of
Additional Interest to be paid by the Company on such payment date and direct
the Trustee (or, if the Trustee is not the Paying Agent, the Paying Agent) to
make payment to the extent it receives funds from the Company to do
so.  The Trustee shall not at any time be under any duty or
responsibility to any Holder to determine whether Additional Interest is
payable, or with respect to the nature, extent, or calculation of the amount of
Additional Interest owed, or with respect to the method employed in such
calculation of Additional Interest.

     

    SECTION
4.11.                              Further Instruments and
Acts.  Upon request of the Trustee, the Company will execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

     

    SECTION
4.12.                              Maintenance of
Properties.  The Company will cause all material properties
owned, leased or licensed in the conduct of its business to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof and thereto, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times
while any Debentures are outstanding; provided, however, that
nothing in this Section 4.12 shall prevent the Company from doing otherwise if,
in the judgment of the Company, the same is desirable in the conduct of the
Company’s business and is not, and will not be, adverse in any material respect
to the Holders.

     

    
      
        
        

      

      
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    ARTICLE
V


     

    SUCCESSORS

     

    SECTION
5.01.                              When the Company May Merge,
Etc.  The Company may not, in a single transaction or through a
series of related transactions, consolidate or merge with or into any other
Person, or, directly or indirectly, sell, convey, transfer or lease all or
substantially all of its consolidated assets to another Person or group of
affiliated Persons, except that the Company may consolidate or merge with, or
sell, convey, transfer or lease all or substantially all of its consolidated
assets to, another Person if:

     

    (a)           either:

     

    (i)           the
Company shall be the surviving or continuing corporation, or

     

    (ii)          the
corporation formed by or surviving any such consolidation or merger or
combination (if other than the Company) or the corporation which acquires by
sale, assignment, transfer, lease, conveyance or other disposition all or
substantially all of the consolidated properties and assets of the
Company

     

    
      	
               
      

            	
              1.

            	
              shall
      be a corporation organized and validly existing under the laws of the
      United States or any State thereof or the District of Columbia
      and

            


    

     

    
      	
               
      

            	
              2.

            	
              shall
      expressly assume the due and punctual payment of the principal of, and
      interest on all the Debentures and the performance of every covenant of
      the Company under the Debentures and this Indenture, including, without
      limitation, modifications to rights of holders to cause the repurchase of
      Debentures upon a Fundamental Change in accordance with Section 3.03(c)
      and conversion rights in accordance with Section 12.06 to the extent
      required by such Sections, pursuant to a supplemental
      indenture;

            


    

     

    (b)           immediately
after giving effect to such transaction, no Default and no Event of Default
shall have occurred and be continuing; and

     

    (c)           the
Company or such Person shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, combination, sale, assignment, disposition, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with the provisions of this
Indenture and that all conditions precedent in this Indenture relating to such
transaction have been satisfied.

     

    For
purposes of this Section 5.01, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiaries of the
Company, the Capital Stock of which constitutes all or substantially all of the
consolidated properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the consolidated properties and assets
of the Company.

     

    
      
        
        

      

      
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    SECTION
5.02.                              Successor Corporation
Substituted.  Upon any such consolidation, merger, sale,
assignment, conveyance, lease, transfer or other disposition in accordance with
Section 5.01, the successor corporation formed by such consolidation or into
which the Company is merged or to which such sale, assignment, conveyance,
lease, transfer or other disposition is made will succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor had been named as the Company therein,
and thereafter (except in the case of a sale, assignment, transfer, lease,
conveyance or other disposition) the predecessor corporation will be relieved of
all further obligations and covenants under this Indenture and the
Debentures.

     

    SECTION
5.03.                              Purchase Option on
Fundamental Change.  This Article V does not affect the
obligations of the Company (including without limitation any successor to the
Company) under Section 3.03.

     

    ARTICLE
VI


     

    DEFAULTS
AND REMEDIES

     

    SECTION
6.01.                              Events of
Default.  An “Event of Default” with respect to any Debentures
occurs if:

     

    (a)           the
Company defaults in the payment of any installment of interest on the Debentures
when due, whether or not such payment is prohibited by the subordination
provisions set forth in Article XI of this Indenture, including any interest
payable in connection with a redemption or repurchase pursuant to Article III
and Additional Interest, if any, and continuance of such default for 30 days or
more;

     

    (b)           the
Company defaults in the payment of principal of the Debentures when due at
maturity, upon redemption or repurchase pursuant to Article III, upon
acceleration or otherwise, whether or not such payment is prohibited by the
subordination provisions set forth in Article XI of this Indenture;

     

    (c)           the
Company defaults in the delivery when due of all Common Stock deliverable upon
conversion with respect to the Debentures, which default continues for five
calendar days;

     

    (d)           the
Company fails to provide timely a Fundamental Change Notice in accordance with
Section 3.03 hereof;

     

    (e)           the
Company fails to comply with Section 5.01 hereof;

     

    (f)           the
Company defaults (other than a default set forth in clauses (a), (b), (c), (d)
or (e) above) in the performance of, or breaches, any other covenant or
agreement of the Company set forth in this Indenture or the Debentures and fails
to remedy such default or breach within a period of 60 days after its receipt of
written notice (“Notice”) thereof from
the Trustee or the Holders of at least 25% in aggregate principal amount of the
then outstanding Debentures;

     

    
      
        
        

      

      
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    (g)           default
by the Company or default by any Significant Subsidiary with respect to any
mortgage, agreement or other instrument under which there is outstanding, or by
which there is secured or evidenced, any indebtedness for money borrowed having
a principal amount in excess of $10,000,000 in the aggregate, whether such
indebtedness now exists or shall hereafter be created, (i) resulting in such
indebtedness becoming or being declared due and payable prior to its express
maturity date or (ii) constituting a failure to pay at least $10,000,000 of such
indebtedness when due and payable (after the expiration of any applicable grace
period) at its stated maturity, upon required repurchase, upon declaration or
otherwise; provided
that any such Event of Default shall be deemed cured and not continuing upon
payment of such indebtedness or rescission of such declaration;

     

    (h)           a
final judgment for the payment of $10,000,000 or more (excluding any amounts
covered by insurance or bond) rendered against the Company or any Significant
Subsidiary by a court of competent jurisdiction, which judgment is not
discharged, stayed, vacated, paid or otherwise satisfied within 60 days after
(i) the date on which the right to appeal thereof has expired if no such appeal
has commenced, or (ii) the date on which all rights to appeal have been
extinguished;

     

    (i)           the
Company or any Significant Subsidiary, pursuant to or within the meaning of any
Bankruptcy Law:

     

    (i)           commences
a voluntary case,

     

    (ii)         consents
to the entry of an order for relief against it in an involuntary
case,

     

    (iii)        consents
to the appointment of a Custodian of it or for all or substantially all of its
property,

     

    (iv)        makes
a general assignment for the benefit of its creditors, or

     

    (v)         makes
the admission in writing that it generally is unable to pay its debts as the
same become due; or

     

    (j)           a
court of competent jurisdiction enters a judgment, order or decree under any
Bankruptcy Law that:

     

    (i)          is
for relief against the Company or any Significant Subsidiary in an involuntary
case, and the judgment, order or decree remains unstayed and in effect for 90
days,

     

    (ii)         appoints
a Custodian of the Company or any Significant Subsidiary, and the judgment,
order or decree remains unstayed and in effect for 90 days, or

     

    
      
        
        

      

      
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    (iii)        orders
the liquidation of the Company or any Significant Subsidiary, and the judgment,
order or decree remains unstayed and in effect for 90 days.

     

    The term
“Bankruptcy
Law” means Title 11, U.S. Code or any similar Federal or state law for
the relief of debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     

    SECTION
6.02.                              Acceleration.  (a)  If
an Event of Default (other than an Event of Default with respect to the Company
specified in clauses (i) and (j) of Section 6.01) occurs and is continuing, then
and in every such case (i) the Trustee, by written notice to the Company, or
(ii) the Holders of at least 25% in aggregate principal amount of the then
outstanding Debentures, by written notice to the Company and the Trustee, may,
and the Trustee at the request of such Holders shall, declare the unpaid
principal of, and accrued and unpaid interest, if any, on all the Debentures to
be due and payable.  Upon such declaration such principal amount, and
accrued and unpaid interest, including Additional Interest, if any, shall become
immediately due and payable, notwithstanding anything contained in this
Indenture or the Debentures to the contrary, but subject to the provisions of
Article XI hereof.  If any Event of Default with respect to the
Company specified in clauses (i) or (j) of Section 6.01 occurs, all unpaid
principal of and accrued and unpaid interest, including Additional Interest, if
any, on the Debentures then outstanding shall become automatically due and
payable subject to the provisions of Article XI hereof, without any declaration
or other act on the part of the Trustee or any Holder.

     

    The
Holders of a majority in aggregate principal amount of the then outstanding
Debentures, by notice to the Trustee, may rescind an acceleration of the
Debentures initiated by (i) the Trustee or (ii) the Holders of at least 25% in
aggregate principal amount of the then outstanding Debentures and its
consequences if the rescission would not conflict with any judgment or decree of
any court of competent jurisdiction.  No such rescission shall affect
any subsequent Default or Event of Default or impair any right consequent
thereto.

     

    (b)           Notwithstanding
any other provision in this Article VI, if an Event of Default occurs arising
out of the Company’s breach of its obligation to file or furnish reports or
other financial information pursuant to Section 314(a) of the TIA or as
otherwise required under this Indenture, the Company may elect to pay Additional
Interest on the Debentures as the sole remedy for such Event of Default, and the
Trustee and the Holders will not have any right under this Indenture to
accelerate the maturity of the Debentures as a result of any such Event of
Default, except as provided below.  If elected, the Company shall pay
Additional Interest to all Holders at a rate equal to 0.50% per annum through
the 180th day after the occurrence of such Event of Default (or such earlier
date on which the Event of Default relating to the reporting obligations
referred to in this Section 6.02(b) shall have been cured or waived). On the
181st day, such Additional Interest will cease to accrue (or earlier, if the
Event of Default relating to the reporting obligations referred to in this
Section 6.02(b) shall have been cured or waived prior to such 181st day) and, if
the Event of Default is continuing on such 181st day, the Debentures will be
subject to acceleration as provided in Section 6.02(a). The provisions of this
Section 6.02(b) will not affect the rights of the Holders in the event of the
occurrence of any other Event of Default, and are separate and distinct from,
and in addition to, the obligation of the Company to increase the interest rate
of, and the amount of interest payable on, the Debentures pursuant to Section
4.09, except as otherwise provided therein.  Any Additional Interest
paid pursuant to this Section 6.02(b) will be payable at the times and in the
manner provided for the payment of regular interest on the Debentures (and all
references herein to “interest” shall include the Additional Interest provided
for in this Section 6.02(b)).  In order to elect to pay Additional
Interest on the Debentures as the sole remedy during the first 180 days after
the occurrence of an Event of Default relating to the failure to comply with
reporting obligations in accordance with this Section 6.02(b), the Company must
notify all Holders of Debentures and the Trustee and Paying Agent of such
election on or before the fifth Business Day after the date on which such Event
of Default first occurs.  If the Company fails to timely give such
notice, the Debentures will be immediately subject to acceleration as provided
in Section 6.02(a).

     

    
      
        
        

      

      
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    SECTION
6.03.                              Other
Remedies.  If an Event of Default occurs and is continuing,
subject to Article XI, the Trustee may pursue any available remedy by proceeding
at law or in equity to collect the payment of principal of or interest on the
Debentures or to enforce the performance of any provision of the Debentures or
this Indenture.  The Trustee may maintain a proceeding even if it does
not possess any of the Debentures or does not produce any of them in the
proceeding.  A delay or omission by the Trustee or any Holder in
exercising any right or remedy occurring upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  All remedies are cumulative to the extent permitted
by law.

     

    SECTION
6.04.                              Waiver of Past
Defaults.  The Holders of a majority in aggregate principal
amount of the then-outstanding Debentures may, on behalf of the Holders of all
the Debentures, waive an existing Default or Event of Default and its
consequences, except a Default or Event of Default in the payment of the
principal of or interest (including Additional Interest, if any) on the
Debentures (other than the non-payment of principal of or non-payment of
interest, if any, on the Debentures which has become due solely by virtue of an
acceleration which has been duly rescinded as provided above), or in respect of
a covenant or provision of this Indenture which cannot be modified or amended
without the consent of all Holders of Debentures.  When a Default or
Event of Default is waived, it is cured and stops continuing.  No
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon.

     

    SECTION
6.05.                              Control by
Majority.  The Holders of a majority in aggregate principal
amount of the then-outstanding Debentures may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the rights
of any other Holder of Debentures or that may involve the Trustee in personal
liability; provided
that the Trustee shall have no duty or obligation (subject to Section 7.01) to
ascertain whether or not such actions of forbearances are unduly prejudicial to
such Holders; provided,
further, that the
Trustee may take any other action the Trustee deems proper that is not
inconsistent with such directions.

     

    SECTION
6.06.                              Limitation on
Suits.  Except to enforce the right to receive payment of
principal and interest, a Holder may not pursue any remedy with respect to this
Indenture or the Debentures unless:

     

    
      
        
        

      

      
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    (1)      the
Holder gives to the Trustee written notice of an Event of Default that has
occurred and is continuing;

     

    (2)      the
Holders of at least 25% in principal amount of the then-outstanding Debentures
make a request to the Trustee to pursue the remedy;

     

    (3)      such
Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or
expense;

     

    (4)      the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of such security or
indemnity; and

     

    (5)      the
Holders of a majority in principal amount of the then-outstanding Debentures do
not give the Trustee a direction inconsistent with the request during such
60-day period.

     

    A Holder
may not use this Indenture to prejudice the rights of another Holder or to
obtain a preference or priority over another Holder.

     

    SECTION
6.07.                              Rights of Holders to Receive
Payment.  Subject to the provisions of Article XI hereof,
notwithstanding any other provision of this Indenture, the right of any Holder
of a Debenture to receive payment of principal, and interest, if any, on the
Debenture, on or after the respective due dates expressed in the Debenture, or
to bring suit for the enforcement of any such payment on or after such
respective dates, or to bring suit for the enforcement of the right to convert
the Debenture in accordance with the terms of this Indenture shall not be
impaired or affected without the consent of such Holder.

     

    SECTION
6.08.                              Collection Suit by
Trustee.  If an Event of Default specified in Section 6.01(a)
or (b) occurs and is continuing, subject to Article XI, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and accrued interest, if any, remaining unpaid
on the Debentures and accrued and unpaid interest, if any, on overdue principal
and interest, if any, and such further amount as shall be sufficient to cover
the costs and, to the extent lawful, expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     

    SECTION
6.09.                              Trustee May File Proofs of
Claim.  The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee and the Holders of Debentures allowed in any judicial proceedings
relative to the Company, its creditors or its property.  Any receiver,
trustee, liquidator or sequestrator (or other similar official) in any such
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, taxes, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due to the Trustee
pursuant to Section 7.07.  Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Debentures or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     

    
      
        
        

      

      
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    SECTION
6.10.                              Priorities.  Subject
to Article XI, if the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

     

    First:  to
the Trustee for amounts due under Section 7.07, including payment of all
reasonable compensation, expenses and liabilities incurred, and all advances
made, by the Trustee, and the costs and expenses of collection;

     

    Second:  if
the Holders proceed against the Company directly without the Trustee in
accordance with this Indenture, to Holders for their collection
costs;

     

    Third:  to
Holders of Debentures for amounts due and unpaid on the Debentures for principal
and interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Debentures for principal and
interest, if any, respectively; and

     

    Fourth:
to the Company or to such party as a court of competent jurisdiction shall
direct.

     

    The
Trustee may fix a special record date and payment date for any payment to
Holders of Debentures made pursuant to this Section 6.10.  At least 15
days before any such special record date, the Trustee shall mail to Holders of
the Debentures a notice that states the special record date, payment date and
amount of such interest to be paid.

     

    SECTION
6.11.                              Undertaking for
Costs.  In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit, other than the Trustee, of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the then outstanding
Debentures.

     

    ARTICLE
VII


     

    THE
TRUSTEE

     

    The
Trustee hereby accepts the trust imposed upon it by this Indenture and covenants
and agrees to perform the same, as herein expressed.  Whether or not
herein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article VII.

     

    SECTION
7.01.                              Duties of the
Trustee.

     

    (a)           If
an Event of Default known to the Trustee has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
his or her own affairs.

     

    
      
        
        

      

      
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    (b)           Except
during the continuance of an Event of Default known to the Trustee:

     

    (1)      The
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

     

    (2)      In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any statements, certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture.  However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the form required by this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts purported
to be stated therein).

     

    (c)           The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except
that:

     

    (1)      This
paragraph does not limit the effect of paragraph (b) of this
Section;

     

    (2)      The
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

    (3)      The
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05.

     

    (d)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any financial liability in the performance of any of its duties
or the exercise of any of its rights and powers hereunder, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.

     

    (e)           Whether
or not therein expressly so provided, every provision of this Indenture that is
in any way related to the Trustee is subject to paragraphs (a), (b), (c) and (d)
of this Section 7.01 and to the provisions of the TIA.

     

    (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree with the Company.  Money held in trust by the
Trustee need not be segregated from other funds or assets except to the extent
required by law.

     

    SECTION
7.02.                              Rights of the
Trustee.  Subject to Section 7.01 and the provisions of TIA
Section 315:

     

    
      
        
        

      

      
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    (a)           The
Trustee may conclusively rely on and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, security or other document believed by it to be genuine and to have been
signed or presented by the proper Person.  The Trustee need not
investigate any fact or matter contained therein.

     

    (b)           Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in
respect thereof is herein specifically prescribed).  In addition,
before the Trustee acts or refrains from acting, it may require an Officer’s
Certificate, an Opinion of Counsel or both.  The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer’s Certificate or Opinion of Counsel.  The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

     

    (c)           The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through its attorneys and agents and other
Persons not regularly in its employ and shall not be responsible for the
misconduct or negligence of any attorney or agent appointed with due
care.

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith without negligence or willful misconduct which it believes to be
authorized or within its discretion, rights or powers.

     

    (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by Officers
of the Company.

     

    (f)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.

     

    (g)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or discretion of any of the
Holders pursuant to the provisions of this Indenture, unless such Holders have
offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred therein or
thereby.

     

    (h)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, security or other document unless requested in
writing to do so by the Holders of not less than a majority in aggregate
principal amount of the Debentures then outstanding; provided that if the Trustee
determines in its discretion to make any such investigation, then it shall be
entitled, upon reasonable prior notice and during normal business hours, to
examine the books and records and the premises of the Company, personally or by
agent or attorney, and the reasonable expenses of every such examination shall
be paid by the Company or, if paid by the Trustee or any predecessor Trustee,
shall be reimbursed by the Company upon demand.

     

    
      
        
        

      

      
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    (i)           The
permissive rights of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty and the Trustee shall not be answerable for other
than its negligence or willful misconduct.

     

    (j)           The
Trustee shall not be responsible for the computation of any adjustment to the
Conversion Rate or for any determination as to whether an adjustment is required
and shall not be deemed to have knowledge of any adjustment unless and until it
shall have received the notice from the Company contemplated by Section
12.05(e).

     

    (k)           The
Trustee shall not be deemed to have knowledge of any Default or Event of Default
except (A) any Event of Default occurring pursuant to Section 6.01(a) or (b), or
(B) any Event of Default of which a Trust Officer of the Trustee shall have
received written notification or otherwise obtained actual
knowledge.

     

    (l)           Whenever
by the terms of this Indenture, the Trustee shall be required to transmit
notices or reports to any or all Holders, the Trustee shall be entitled to
conclusively rely on the information provided by the Registrar as to the names
and addresses of the Holders as being correct. If the Registrar is other than
the Trustee, the Trustee shall not be responsible for the accuracy of such
information.

     

    (m)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder
(including as Registrar), and to each agent, custodian, and any other such
Persons employed to act hereunder.

     

    (n)           In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services (it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to avoid and mitigate the effects of such occurrences and to resume
performance as soon as practicable under the circumstances).

     

    (o)           The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

     

    (p)           In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

     

    SECTION
7.03.                              Individual Rights of the
Trustee.  Subject to Sections 7.10 and 7.11, the Trustee in its
individual or any other capacity may become the owner or pledgee of Debentures
with the same rights it would have if it were not the Trustee and may otherwise
deal with the Company or an Affiliate of the Company and receive, collect, hold
and retain collections from the Company with the same rights it would have if it
were not Trustee.  Any Agent may do the same with like
rights.

     

    
      
        
        

      

      
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    SECTION
7.04.                              Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the
Debentures.  It shall not be accountable for the Company’s use of the
proceeds from the Debentures or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture.  It shall
not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Debentures or any other
document in connection with the sale of the Debentures or pursuant to this
Indenture other than its certificate of authentication.

     

    SECTION
7.05.                              Notice of
Defaults.  If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder a notice of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default or Event of Default in
payment of principal of, or interest, if any, on any Debenture, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interest of the Holders
of the Debentures.

     

    SECTION
7.06.                              Reports by the Trustee to
Holders.  Within 60 days after the reporting date stated in
Section 10.10, the Trustee shall mail to Holders of Debentures a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within twelve months
preceding the reporting date, no report need be transmitted).  The
Trustee also shall comply with TIA Section 313(b)(2).  The Trustee
shall also transmit by mail all reports as required by TIA Section
313(c).

     

    A copy of
each report at the time of its mailing to Holders of Debentures shall be filed,
at the expense of the Company, by the Trustee with the Commission and each stock
exchange or securities market, if any, on which the Debentures are
listed.  The Company shall timely notify the Trustee when the
Debentures are listed or quoted on any stock exchange or securities market or of
any delisting thereof.

     

    SECTION
7.07.                              Compensation and
Indemnity.  The Company shall pay to the Trustee from time to
time and the Trustee shall be entitled to such compensation for its acceptance
of this Indenture and its services hereunder as the Company and the Trustee
shall from time to time agree in writing.  The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by or
on behalf of it in addition to the compensation for its
services.  Such expenses may include the reasonable compensation,
disbursements and expenses of the Trustee’s agents, counsel and other persons
not regularly in its employ; provided that Trustee shall provide
the Company reasonable advance notice of any expenditure not in the ordinary
course of business; provided,
further, that the Company shall have no obligation to reimburse the
Trustee with respect to any such expense, disbursement or advance as may be
attributable to the Trustee’s negligence, willful misconduct or bad
faith.

     

    
      
        
        

      

      
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    The
Company shall indemnify the Trustee, or any predecessor Trustee, for, and to
hold it harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the reasonable costs
and expenses of defending itself against any claim (whether asserted by the
Company, or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder or in
connection with enforcing the provisions of this Section.  The Trustee
shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder.  The Company shall
defend the claim with counsel designated by the Company, who may be outside
counsel to the Company but shall in all events be reasonably satisfactory to the
Trustee, and the Trustee shall cooperate in the defense.  In addition,
the Trustee may retain one separate counsel and, if deemed advisable by such
counsel, local counsel, and the Company shall pay the reasonable fees and
expenses of such separate counsel and local counsel.  The
indemnification herein extends to any settlement; provided that the Company
will not be liable for any settlement made without its consent; provided, further, that such consent
will not be unreasonably withheld.

     

    The
Trustee shall have a lien prior to the Debentures on all money or property held
or collected by the Trustee to secure the Company’s payment obligations in this
Section 7.07, except that held in trust to pay principal and interest, if any,
on Debentures.  Such liens and the Company’s obligations under this
Section 7.07 shall survive the satisfaction and discharge of this
Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(i) or (j) occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    SECTION
7.08.                              Replacement of the
Trustee.  A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section
7.08.

     

    The
Trustee may resign at any time and be discharged from the trust hereby created
by so notifying the Company.  The Holders of a majority in principal
amount of the then outstanding Debentures may remove the Trustee by so notifying
the Trustee and the Company in writing and may appoint a successor
Trustee.  The Company may remove the Trustee if:

     

    (i)           the
Trustee fails to comply with Section 7.10;

     

    (ii)          the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

     

    (iii)         a
Custodian or public officer takes charge of the Trustee or its property;
or

     

    (iv)         the
Trustee becomes incapable of acting.

     

    
      
        
        

      

      
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    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Debentures
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, at the Company’s expense, the
Company or the Holders of at least 10% in principal amount of the then
outstanding Debentures may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    If the
Trustee after written request by any Holder who has been a Holder for at least
six months fails to comply with Section 7.10, such Holder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of Debentures.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee;
provided that all sums
owing to the retiring Trustee hereunder have been paid and subject to the lien
provided for in Section 7.07.  Notwithstanding the replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section
7.07 shall continue for the benefit of the retiring Trustee with respect to
expenses and liabilities incurred by it prior to such replacement.

     

    Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

     

    SECTION
7.09.                              Successor Trustee by Merger,
Etc.  If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business
(including the trust created by this Indenture) to, another corporation or
national banking association, the resulting, surviving or transferee corporation
or national banking association without any further act shall be the successor
Trustee with the same effect as if the successor Trustee had been named as the
Trustee herein.

     

    SECTION
7.10.                              Eligibility,
Disqualification.  This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310 (a)(1) and
(5).  There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the TIA to act as such and has a combined
capital and surplus of at least $50,000,000.  If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of any federal or state supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  The Trustee is subject to TIA
Section 310(b) regarding the disqualification of a trustee upon acquiring a
conflicting interest; provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture
or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

     

    
      
        
        

      

      
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      SECTION
7.11.                              Preferential Collection of
Claims Against Company.  The Trustee shall comply with TIA
Section 311(a), excluding any creditor relationship set forth in TIA Section
311(b).  A Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated therein.

       

      ARTICLE
VIII


       

      SATISFACTION
AND DISCHARGE OF INDENTURE

       

      SECTION
8.01.                              Discharge of
Indenture.  When (a) the Company delivers to the Trustee for
cancellation all Debentures theretofore authenticated (other than any other
Debentures which have been destroyed, lost or stolen and in lieu of or in
substitution for which other Debentures have been authenticated and delivered)
and not theretofore canceled, or (b) all the Debentures not theretofore canceled
or delivered to the Trustee for cancellation have become due and payable, and
the Company deposits with the Trustee in trust or delivers to the Holders
amounts in U.S. legal tender or U.S. Government Obligations, or, where
permitted, shares of Common Stock or any combination thereof sufficient
(calculated as set forth under the terms of this Indenture with respect to such
payment) to pay at maturity, on any Redemption Date, Optional Repurchase Date,
Fundamental Change Purchase Date, upon conversion or otherwise all of the
Debentures (other than any Debentures which have been mutilated, destroyed, lost
or stolen and in lieu of or in substitution for which other Debentures have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and interest, if any, due or to
become due to such date, and if the Company also pays, or causes to be paid, all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) rights of registration of transfer,
substitution, replacement and exchange and conversion of Debentures, (ii) rights
hereunder of Holders of Debentures to receive payments of principal of and
interest, if any, on the Debentures, (iii) the obligations under Sections 2.03
and 8.05 hereof and (iv) the rights, obligations and immunities of the Trustee
hereunder), and the Trustee, on demand of the Company accompanied by an
Officer’s Certificate and an Opinion of Counsel as required by Section 10.04 and
at the Company’s cost and expense, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; provided, however, the Company hereby
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Debentures.

       

      SECTION
8.02.                              Deposited Monies to be Held
in Trust by Trustee.  Subject to Section 8.04, all monies
deposited with the Trustee pursuant to Section 8.01 shall be held in trust and
applied by it to the payment, notwithstanding the provisions of Article XI,
either directly or through the Paying Agent, to the Holders of the particular
Debentures for the payment of which such monies have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
if any. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.01 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Debentures.

       

      
        
          
          

        

        
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      SECTION
8.03.                              Paying Agent to Repay Monies
Held.  Upon the satisfaction and discharge of this Indenture,
all monies then held by any Paying Agent (other than the Trustee) shall, upon
the Company’s demand, be repaid to it or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such
monies.

       

      SECTION
8.04.                              Return of Unclaimed
Monies.  Subject to the requirements of applicable law, any
monies deposited with or paid to the Trustee for payment of the principal of, or
interest, if any, on Debentures and not applied but remaining unclaimed by the
Holders thereof for two years after the date upon which the principal of, or
interest on such Debentures, as the case may be, have become due and payable,
shall be repaid to the Company by the Trustee on demand; provided, however, that the Company, or
the Trustee at the request of the Company, shall have first caused notice of
such payment to the Company to be mailed to each Holder of a Debenture entitled
thereto no less than 30 days prior to such payment and all liability of the
Trustee shall thereupon cease with respect to such monies; and the Holder of any
of such Debentures shall thereafter look only to the Company for any payment
which such Holder may be entitled to collect unless an applicable abandoned
property law designates another Person.

       

      SECTION
8.05.                              Reinstatement.  If
the Trustee or the Paying Agent is unable to apply any money in accordance with
Section 8.02 by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Debentures shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.01 until
such time as the Trustee or the Paying Agent is permitted to apply all such
money in accordance with Section 8.02; provided, however, that if the Company
makes any payment of interest on or principal of any Debenture following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders thereof to receive such payment from the money held by the
Trustee or Paying Agent.

       

      ARTICLE
IX


       

      AMENDMENTS

       

      SECTION
9.01.                              Without the Consent of
Holders.  The Company and the Trustee may amend this Indenture
or the Debentures without notice to or the consent of any Holder
to:

       

      (a)           cure
any ambiguity or omission or correct any inconsistent or otherwise defective
provision contained in this Indenture or the Debentures, so long as such action
will not materially adversely affect the interests of Holders;

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      (b)           provide
for the assumption by a surviving or successor corporation of the obligations of
the Company under this Indenture or evidence and provide for the acceptance of
appointment of a successor trustee pursuant to this Indenture;

       

      (c)           provide
for uncertificated Debentures in addition to or in place of Definitive
Securities; provided
that the uncertificated Debentures are issued in registered form for purposes of
Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner
such that the uncertificated Debentures are described in Section 163(f)(2)(B) of
the Internal Revenue Code of 1986, as amended;

       

      (d)           add
guarantees with respect to the Debentures;

       

      (e)           secure
the Debentures;

       

      (f)           add
to the Company’s covenants for the benefit of the Holders or surrender any right
or power conferred upon the Company;

       

      (g)           make
any change that does not materially adversely affect the rights of any
Holder;

       

      (h)           comply
with the provisions of any clearing agency, clearing corporation or clearing
system, including DTC, the Trustee or the Registrar with respect to the
provisions of this Indenture or the Debentures relating to transfers and
exchanges of Debentures;

       

      (i)           comply
with any requirements under the TIA; or

       

      (j)           conform
the provisions of this Indenture and the Debentures to the “Description of
Debentures” section in the Company’s offering memorandum dated December 15, 2009
relating to the Debentures.

       

      SECTION
9.02.                              With the Consent of
Holders.  Subject to Section 6.07, the Company and the Trustee
may amend this Indenture or the Debentures with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Debentures (including without limitation consents obtained in connection with a
purchase of, or a tender offer or exchange offer for, Debentures).

       

      Subject
to Sections 6.04 and 6.07, the Holders of a majority in principal amount of the
then-outstanding Debentures (including without limitation by consents obtained
in connection with a purchase of, or a tender offer or exchange offer for,
Debentures) may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Debentures.

       

      However,
without the consent of each Holder of a Debenture affected, an amendment or
waiver under this Section may not, with respect to any Debentures held by a
non-consenting Holder:

       

      (a)           reduce
the percentage in principal amount of Debentures whose Holders must consent to
an amendment of this Indenture or to waive any past Default;

       

      
        
          
          

        

        
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      (b)           reduce
the rate of or extend the stated time for payment of interest on any Debenture
or reduce the amount or extend the stated time for payment of Additional
Interest;

       

      (c)           reduce
the principal of or extend the stated maturity of any Debenture;

       

      (d)           make
any change that adversely affects the conversion rights of any
Debenture;

       

      (e)           reduce
the Redemption Price, the Optional Repurchase Price or the Fundamental Change
Payment of any Debenture or amend or modify in any manner adverse to the Holders
the Company’s obligation to make such payment;

       

      (f)           make
any principal or interest payable in a currency other than that stated in the
Debenture;

       

      (g)           impair
the right of any Holder to receive payment of principal of and interest,
including any Additional Interest, on such Holder’s Debentures on or after the
due dates therefor or to institute suit for the enforcement of any payment on or
with respect to such Holder’s Debentures;

       

      (h)           change
the ranking of the Debentures; or

       

      (i)           make
any change in the provisions of clauses (a) through (h) of this Section 9.02 or
in the waiver provisions of this Indenture which require each Holder’s consent,
except to increase the percentage required for modification, amendment or waiver
or to provide for the consent of each affected Holder.

       

      To secure
a consent or waiver of the Holders of Debentures under this Section, it shall
not be necessary for such Holders to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

       

      After an
amendment or waiver under this Article IX becomes effective, the Company shall
mail to the Holders a notice briefly describing the amendment or
waiver.  The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment or waiver under
this Article IX.

       

      SECTION
9.03.                              Compliance with the Trust
Indenture Act.  Every amendment to this Indenture or the
Debentures shall be set forth in a supplemental indenture that complies with the
TIA as then in effect.

       

      SECTION
9.04.                              Revocation and Effect of
Consents.  Until an amendment or waiver becomes effective, a
consent to it by a Holder is a continuing consent by such Holder and every
subsequent Holder of a Debenture or portion of a Debenture that evidences the
same debt as the consenting Holder’s Debenture, even if notation of the consent
is not made on any Debenture.  However, any such Holder or subsequent
Holder may revoke the consent as to his or her Debenture or portion of a
Debenture if the Trustee receives the notice of revocation before the date on
which the Trustee receives an Officer’s Certificate certifying that the Holders
of the requisite principal amount of Debentures have consented to the amendment
or waiver.

       

      
        
          
          

        

        
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      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Debentures entitled to consent to any amendment or
waiver.  If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders of Debentures at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment or waiver
or to revoke any consent previously given, whether or not such Persons continue
to be Holders after such record date.  No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Debentures required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

       

      After an
amendment or waiver becomes effective it shall bind every Holder, unless it is
of the type described in clauses (a) through (i) of Section 9.02.  In
such cases, the amendment or waiver shall bind each Holder who has consented to
it and every subsequent Holder of a Debenture or portion of a Debenture that
evidences the same debt as the consenting Holder’s Debenture.

       

      SECTION
9.05.                              Notation on or Exchange of
Debentures.  Debentures authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article IX may, and
shall if required by the Trustee, bear a notation in the form approved by the
Trustee as to any matter provided for in such supplemental
indenture.  If the Company shall so determine, new Debentures so
modified as to conform, in the opinion of the Company and the Trustee, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Debentures without charge to the Holders of the Debentures, except as specified
in Section 2.07.

       

      SECTION
9.06.                              Trustee
Protected.  The Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this Article IX if such amendment
or supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee.  If it does, the Trustee
may, but need not, sign it.  In signing such amendment or supplemental
indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its
terms.

       

      ARTICLE
X


       

      GENERAL
PROVISIONS

       

      SECTION
10.01.                              Trust Indenture Act
Controls.  If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by TIA Section 318(c), such duties imposed
by such Section of the TIA shall control.  If any provision of this
Indenture expressly modifies or excludes any provision of the TIA that may be so
modified or excluded, this Indenture provision so modifying or excluding such
provision of the TIA shall be deemed to apply.

       

      
        
          
          

        

        
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      SECTION
10.02.                              Notices.  Any
notice or communication by the Company or the Trustee to the other is duly given
if in writing and delivered in person or mailed by first-class mail, with
postage prepaid (registered or certified, return receipt requested), or sent by
facsimile or overnight air couriers guaranteeing next day delivery, to the
other’s address as stated in Section 10.10.  The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

       

      All
notices and communications (other than those sent to Holders of Debentures)
shall be deemed to have been duly given at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when transmission is confirmed, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day
delivery.  Notwithstanding the foregoing, all notices to the Trustee
shall be effective only upon receipt by a Trust Officer.

       

      Any
notice or communication to a Holder shall be mailed by first-class mail, with
postage prepaid, to his or her address shown on the Register kept by the
Registrar.  Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other
Holders.

       

      If a
notice or communication is sent in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

       

      If the
Company sends a notice or communication to Holders of Debentures, it shall send
a copy to the Trustee and each Agent at the same time.

       

      All
notices or communications shall be in writing.

       

      The
Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that, the Trustee shall have
received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated
persons, which incumbency certificate shall be amended and replaced whenever a
person is to be added or deleted from the listing.  If the Company
elects to give the Trustee e-mail or facsimile instructions (or instructions by
a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee’s understanding of such instructions shall
be deemed controlling.  The Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written
instruction.  The Company agrees to assume all risks arising out of
the use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk of interception and misuse by third
parties.

       

      SECTION
10.03.                              Communication by Holders
With Other Holders.  Holders may communicate pursuant to TIA
Section 312(b) with other Holders with respect to their rights under this
Indenture or the Debentures.  The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA Section 312(c).

       

      
        
          
          

        

        
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      SECTION
10.04.                              Certificate and Opinion as
to Conditions Precedent.  Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:

       

      (1)      an
Officer’s Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 10.05) stating
that, in the opinion of such person, all conditions precedent and covenants, if
any, provided for in this Indenture relating to the proposed action have been
complied with; and

       

      (2)      an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 10.05) stating that, in
the opinion of such counsel, all such conditions precedent and covenants have
been complied with.

       

      SECTION
10.05.                              Statements Required in
Certificate or Opinion.  Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4))
shall include:

       

      (1)      a
statement that the person making such certificate or opinion has read such
covenant or condition;

       

      (2)      a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

       

      (3)      a
statement that, in the opinion of such person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

       

      (4)      a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

       

      Any
Officer’s Certificate may be based, insofar as it relates to legal matters, upon
an Opinion of Counsel, unless such Officer knows that the opinion with respect
to the matters upon which his or her certificate may be based as aforesaid is
erroneous.  Any Opinion of Counsel may be based, insofar as it relates
to factual matters, upon certificates, statements or opinions of, or
representations by, an Officer or Officers of the Company, or other Persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are
erroneous.

       

      Any
Officer’s Certificate, statement or Opinion of Counsel may be based, insofar as
it relates to accounting matters, upon a certificate or opinion of or
representation by an accountant (who may be an employee of the Company), or firm
of accountants, unless such Officer or counsel, as the case may be, knows that
the certificate or opinion or representation with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based as
aforesaid is erroneous.

       

      
        
          
          

        

        
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      SECTION
10.06.                              Rules by Trustee and
Agents.  The Trustee may make reasonable rules for action by,
or a meeting of, Holders of Debentures.  The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its
functions.

       

      SECTION
10.07.                              Business
Days.  A “Business Day” is any day other than a Saturday, a
Sunday or a day on which the Federal Reserve Bank of New York is authorized or
required by law or executive order to close or be closed.  If a
payment date is not a Business Day at a place of payment, payment may be made at
that place on the next succeeding day that is a Business Day, and no interest
shall accrue for the intervening period.

       

      SECTION
10.08.                              No Recourse Against
Others.  No director, officer, employee or shareholder, as
such, of the Company from time to time shall have any liability for any
obligations of the Company under the Debentures or this Indenture or for any
claim based on, in respect of, or by reason of such obligations or their
creation.  Each Holder by accepting a Debenture waives and releases
all such liability.  This waiver and release are part of the
consideration for the Debentures.  Each of such directors, officers,
employees and shareholders is a third party beneficiary of this Section
10.08.

       

      SECTION
10.09.                              Counterparts.  This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

       

      SECTION
10.10.                              Other
Provisions.  The Company initially appoints the Trustee as
Paying Agent, Registrar, Conversion Agent and authenticating agent.

       

      The
reporting date for Section 7.06 is December 31 of each year; provided, the first reporting
date is December 31, 2010.

       

      The
Company’s address is:

       

      
        GenCorp
Inc.

      

      
        P.O. Box
537012

      

      
        Sacramento,
California 95853-7012

      

      
        	
                 
      

              	
                Attention:

              	
                Chief
      Financial Officer

              


      

      
        	
                 
      

              	
                Facsimile:

              	
                (916)
      351-8608

              


      

      
        	
                 
      

              	
                Telephone:

              	
                (916)
      355-2361

              


      

      


      The
Trustee’s address is:

       

      The Bank
of New York Mellon Trust Company, N.A.

      
        700 S.
Flower Street, Suite 500

      

      
        Los
Angeles, California 90017

      

      
        	
                 
      

              	
                Attention:

              	
                Corporate
      Trust Division - Corporate Finance
Unit

              


      

      
        	
                 
      

              	
                Facsimile:

              	
                (213)
      630-6298

              


      

      


      SECTION
10.11.                              Governing
Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE AND THE DEBENTURES BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

       

      
        
          
          

        

        
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      SECTION
10.12.                              No Adverse Interpretation of
Other Agreements.  This Indenture may not be used to interpret
another indenture, loan or debt agreement of the Company or a Subsidiary of the
Company.  Any such other indenture, loan or debt agreement may not be
used to interpret this Indenture.

       

      SECTION
10.13.                              Successors.  All
agreements of the Company in this Indenture and the Debentures shall bind its
successors.  All agreements of the Trustee in this Indenture shall
bind its successors.

       

      SECTION
10.14.                              Severability.  In
case any provision in this Indenture or in the Debentures shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

       

      SECTION
10.15.                              Table of Contents, Headings,
Etc.  The Table of Contents, Cross-Reference Table and headings
of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms or provisions hereof.

       

      SECTION
10.16.                              Submission to
Jurisdiction.  The Company (i) agrees that any suit, action or
proceeding against it arising out of or relating to this Indenture or the
Debentures, as the case may be, may be instituted in any federal or state court
sitting in The City of New York; (ii) waives to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding, and any claim that any suit,
action or proceeding in such a court has been brought in an inconvenient forum;
and (iii) submits to the non-exclusive jurisdiction of such courts in any suit,
action or proceeding.

       

      SECTION
10.17.  Waiver of Jury
Trial.  EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE DEBENTURES OR THE TRANSACTION CONTEMPLATED HEREBY.

       

      
        
          
          

        

        
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      ARTICLE
XI

       

      SUBORDINATION

       

      SECTION
11.01.                              Debentures Subordinated to
Senior Indebtedness.  The Company covenants and agrees, and
each Holder by his acceptance thereof likewise covenants and agrees, that all
Debentures are subject to the provisions of this Article XI; and each Person
holding any Debenture, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions and
acknowledges that such provisions are for the benefit of, and shall be
enforceable directly by, the holders of Senior Indebtedness.

       

      Each
Holder authorizes and directs the Trustee on such Holder’s behalf to take such
action as may be necessary or appropriate, in the sole discretion of the
Trustee, to acknowledge or effectuate the subordination between the Holders and
the holders of Senior Indebtedness as provided in this Article and appoints the
Trustee as such Holder’s attorney-in-fact for any and all such
purposes.

       

      The
payment of the principal of, premium, if any, and interest (including Additional
Interest, if any) on and any other payment due pursuant to this Indenture or any
Debentures issued hereunder (including, without limitation, the payment or
deposit of the Redemption Price, Make Whole Optional Redemption Premium,
Optional Repurchase Price or Fundamental Change Payment pursuant to Article III)
shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the Issue Date or thereafter created,
incurred, assumed or guaranteed.

       

      Each
Holder by accepting a Debenture acknowledges and agrees that the subordination
provision set forth in this Article XI are, and are intended to be, an
inducement and consideration to each holder of any Senior Indebtedness of the
Company, whether such Senior Indebtedness was created before or after the
issuance of the Debentures, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be
deemed conclusively to have relied upon such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness, and such holder is made an obligee hereunder and may enforce
directly such subordination provisions.

       

      SECTION
11.02.                              Debentures Subordinated to
Prior Payment of All Senior Indebtedness On Dissolution, Liquidation,
Reorganization, Etc., of the Company.  Upon any payment or
distribution of the assets of the Company of any kind or character, whether in
cash, property or securities (including any collateral at any time securing the
Debentures), to creditors upon any dissolution, winding-up, total or partial
liquidation, or reorganization of the Company (whether voluntary or involuntary,
or in bankruptcy, insolvency, reorganization, liquidation, or receivership
proceedings, or upon an assignment for the benefit of creditors, or any
marshalling of the assets of the Company, or upon any similar proceedings), then
in such event:

       

      (a)           all
Senior Indebtedness (including principal thereof and interest thereon) shall
first be paid in full before any Payment of the Debentures (as defined in
Section 11.05) is made;

       

      
        
          
          

        

        
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      (b)           any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including any collateral at any time
securing the Debentures), to which the Holders or the Trustee on behalf of the
Holders would be entitled except for the provisions of this Article XI,
including any such payment or distribution which may be payable or deliverable
by reason of the payment of another debt of the Company being subordinated to
the payment of the Debentures, shall be paid or delivered by any debtor,
custodian or other person making such payment or distribution, directly to the
holders of the Senior Indebtedness or their Representative or Representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the
principal of and interest on the Senior Indebtedness held or represented by
each, for application to payment of all Senior Indebtedness remaining unpaid, to
the extent necessary to pay all Senior Indebtedness in full after giving effect
to any concurrent payment or distribution, or provision therefor, to the holders
of such Senior Indebtedness; and

       

      (c)           in
the event that, notwithstanding the foregoing provisions of this Section 11.02,
any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or the
Holders before all Senior Indebtedness is paid in full, such payment or
distribution (subject to the provisions of Sections 11.06 and 11.07) shall be
held in trust for the benefit of, and shall be immediately paid or delivered by
the Trustee or such Holders, as the case may be, to the holders of Senior
Indebtedness remaining unpaid, or their Representative or Representatives,
ratably according to the aggregate amounts remaining unpaid on account of the
principal of and interest on the Senior Indebtedness held or represented by
each, for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all Senior Indebtedness in full after
giving effect to any concurrent payment or distribution, or provision therefor,
to or for the holders of such Senior Indebtedness.

       

      The
Company shall give prompt notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of the Company.

       

      Upon any
prepayment, payment or distribution of assets of the Company referred to in this
Article XI, the Trustee, subject to the provisions of Sections 7.01 and 7.02,
and the Holders shall be entitled to conclusively rely upon any order or decree
by any court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceeding is pending, or a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XI; provided that the foregoing
shall apply only if such court, trustee, liquidating trustee or other person has
been fully apprised of the provisions of this Article.

       

      The
Company shall promptly notify the holders of Senior Indebtedness (or their
Representatives) if payment of the Debentures is accelerated because of an Event
of Default.

       

      
        
          
          

        

        
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      SECTION
11.03.                              Holders to be Subrogated to
Right of Holders of Senior Indebtedness.  Subject to the prior
payment in full of all Senior Indebtedness, the Holders shall be subrogated
(equally and ratably with the holders of all indebtedness of the Company which
by its express terms is subordinated to indebtedness of the Company to
substantially the same extent as the Debentures are subordinated and is entitled
to like rights of subrogation including but not limited to holders of the
Existing Pari Passu Indebtedness) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until the principal of and interest on the
Debentures shall be paid in full, and for purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness of assets,
whether in cash, property or securities, distributable to the holders of Senior
Indebtedness under the provisions hereof to which the Holders would be entitled
except for the provisions of this Article XI, and no payment pursuant to the
provisions of this Article XI to the holders of Senior Indebtedness by the
Holders shall, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being understood that the provisions
of this Article XI are, and are intended, solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

       

      SECTION
11.04.                              Obligations of The Company
Unconditional.  Nothing contained in this Article XI or
elsewhere in this Indenture or in any Debenture is intended to or shall impair
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and interest on the Debentures, as and when the
same shall become due and payable in accordance with the terms of the
Debentures, or to affect the relative rights of the Holders and other creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon the happening of an Event of Default
under this Indenture, subject to the provisions of Article VI, and the rights,
if any, under this Article XI of the holders of Senior Indebtedness in respect
of assets, whether in cash, property or securities, of the Company received upon
the exercise of any such remedy.

       

      SECTION
11.05.                              Company Not to Make Payment
with Respect to Debentures in Certain Circumstances.  Upon the
occurrence of any default in the payment of principal of (or premium, if any) or
interest on Senior Indebtedness (a “Payment Default”),
unless and until the amount of Senior Indebtedness affected by such Payment
Default then due shall have been paid in full, or such Payment Default shall
have been cured or waived or shall have ceased to exist, the Company shall not
pay principal of, premium, if any, or interest on the Debentures or any other
amount due pursuant to this Indenture or any Debentures or make any deposit
pursuant to Article III or Section 8.01 and shall not repurchase, redeem or
otherwise retire any Debentures (collectively, “Payment of the
Debentures”).

       

      
        
          
          

        

        
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      Unless
Section 11.02 shall be applicable, upon (1) the occurrence of a default on
Designated Senior Indebtedness (other than a Payment Default) that occurs and is
continuing that permits the holders of such Designated Senior Indebtedness (or
their Representative or Representatives) to accelerate its maturity and (2)
receipt by the Company and the Trustee from the holders of such Designated
Senior Indebtedness or their respective agents or Representatives of written
notice of such occurrence and the imposition of a Payment Blockage Period
hereunder, then the Company shall not make any Payment of the Debentures for a
period (the “Payment
Blockage Period”) commencing on the earlier of the date of receipt by the
Company or the Trustee of such notice and ending on the earlier of (subject to
any blockage of payments that may then be in effect under this Section 11.05)
(x) the date 179 days after such date, (y) the date such default shall have been
cured or waived in writing or shall have ceased to exist or such Senior
Indebtedness shall have been discharged, or (z) the date such Payment Blockage
Period shall have been terminated by written notice to the Company or the
Trustee from such holders of such Designated Senior Indebtedness, or their
respective agents or Representatives, after which, in case of clause (x), (y) or
(z), as the case may be, the Company shall resume making any and all required
payments.  Notwithstanding any other provision of this Indenture, only
one Payment Blockage Period may be commenced within any consecutive 365-day
period, and no event of default with respect to any Designated Senior
Indebtedness which existed or was continuing on the date of the commencement of
any Payment Blockage Period with respect to such Designated Senior Indebtedness
shall be, or can be made, the basis for the commencement of a second Payment
Blockage Period whether or not within a period of 365 consecutive days unless
such event of default shall have been cured or waived for a period of not less
than 90 consecutive days.  In no event will a Payment Blockage Period
extend beyond 179 days.

       

      In the
event that, notwithstanding the foregoing provisions of this Section 11.05, any
Payment of the Debentures shall be made by or on behalf of the Company and
received by the Trustee, any Holder or any Paying Agent (or, if the Company is
acting as its own Paying Agent, money for any such payment shall be segregated
and held in trust), which payment was prohibited by this Section 11.05, then,
unless and until the amount of Senior Indebtedness then due, as to which a
default shall have occurred, shall have been paid in full, or such default shall
have been cured or waived, such payment (subject, in each case, to the
provisions of Sections 11.06 and 11.07) shall be held in trust for the benefit
of, and shall be immediately paid over to, the holders of Senior Indebtedness or
their Representative or Representatives, ratably according to the aggregate
amounts remaining unpaid on account of the principal of and interest on the
Senior Indebtedness held or represented by each, for application to the payment
of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
Senior Indebtedness in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of
Senior Indebtedness.  The Company shall give prompt written notice to
the Trustee of any default under any Senior Indebtedness or under any agreement
pursuant to which Senior Indebtedness may have been issued.

       

      SECTION
11.06.                              Notice to
Trustee.  The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Debentures, but failure to give
such notice shall not affect the subordination provided in this Article XI of
the Debentures to Senior Indebtedness.  Notwithstanding the provisions
of this Article XI or any other provision of this Indenture, the Trustee shall
not at any time be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee, unless and until
the Trustee shall have received written notice thereof from the Company or from
the holder or holders of Senior Indebtedness or from their Representative or
Representatives; and, prior to the receipt of any such notice, the Trustee,
subject to the provisions of Sections 7.01 and 7.02, shall be entitled to assume
conclusively that no such facts exist.

       

      
        
          
          

        

        
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      The
Trustee shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a Representative of such holder) to establish that such notice
has been given by a holder of Senior Indebtedness or a Representative of any
such holder.  In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XI, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of each Person under this Article XI, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

       

      SECTION
11.07.                              Application by Trustee of
Monies Deposited with It.  Money or U.S. Government Obligations
deposited in trust with the Trustee pursuant to Section 8.01 and not in
violation of this Article XI shall be for the sole benefit of Holders and shall
thereafter not be subject to the subordination provisions of this Article
XI.  Otherwise, any deposit of monies by the Company with the Trustee
or any Paying Agent (whether or not in trust) for the payment of the principal
of or interest on any Debentures shall be subject to the provisions of Sections
11.01, 11.02, 11.03 and 11.05; except that, if at least three Business Days
prior to the date on which by the terms of this Indenture any such monies may
become payable for any purpose (including, without limitation, the payment of
either the principal of or interest on any Debenture), a Trust Officer of the
Trustee shall not have received with respect to such monies the notice provided
for in Section 11.06, then the Trustee or any Paying Agent shall have full power
and authority to receive such monies and to apply such monies to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it within three Business Days prior to or
after such date.  This Section 11.07 shall be construed solely for the
benefit of the Trustee and the Paying Agent and shall not otherwise affect the
rights that holders of Senior Indebtedness may have to recover any such payments
from the Holders in accordance with the provisions of this Article
XI.

       

      SECTION
11.08.                              Subordination Rights Not
Impaired by Acts or Omissions of the Company or Holders of Senior
Indebtedness.  No right of any present or future holders of any
Senior Indebtedness to enforce subordination, as herein provided, shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with.  The holders of any
Senior Indebtedness may extend, renew, modify or amend the terms of such Senior
Indebtedness or any security therefor and release, sell or exchange such
security and otherwise deal freely with the Company, all without affecting the
liabilities and obligations of the parties to this Indenture or the
Holders.  No amendment of this Article XI or any defined terms used
herein or any other Sections referred to in this Article XI which adversely
affects the rights hereunder of holders of Senior Indebtedness, shall be
effective unless the holders of such Senior Indebtedness (required pursuant to
the terms of such Senior Indebtedness to give such consent) have consented
thereto.

       

      
        
          
          

        

        
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      SECTION
11.09.                              Trustee to Effectuate
Subordination.  Each Holder by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge and effectuate the subordination
provided in this Article XI and appoints the Trustee his attorney-in-fact for
any and all such purposes.

       

      SECTION
11.10.                              Right of Trustee to Hold
Senior Indebtedness.  The Trustee, in its individual capacity,
shall be entitled to all of the rights set forth in this Article XI in respect
of any Senior Indebtedness at any time held by it to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such
holder.  Nothing in this Article XI shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07

       

      SECTION
11.11.                              Article XI Not to Prevent
Events of Default.  The failure to make a Payment of the
Debentures by reason of any provision in this Article XI shall not be construed
as preventing the occurrence of an Event of Default under Section
6.01.

       

      SECTION
11.12.                              No Fiduciary Duty Created to
Holders of Senior Indebtedness.  Notwithstanding any other
provision in this Article XI, the Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness by virtue of the provisions
of this Article XI or otherwise.  With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such
of its covenants or obligations as are specifically set forth in this Article XI
and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

       

      SECTION
11.13.                              Article Applicable to Paying
Agents.  In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article XI shall in such case (unless the
context shall otherwise require) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article XI in addition to or in place of the
Trustee; provided,
however, that Sections 11.06, 11.10 and 11.12 shall not apply to the
Company if it acts as Paying Agent.

       

      SECTION
11.14.                              Certain Conversion Deemed
Payment.  For the purposes of this Article XI only, (1) the
issuance and delivery of Junior Securities upon conversion of Debentures in
accordance with Article XII shall not be deemed to constitute a payment or
distribution on account of the principal of or premium or interest on Debentures
or on account of the purchase or other acquisition of Debentures, and (2) the
payment, issuance or delivery of cash, property or securities (other than Junior
Securities) upon conversion of a Debenture shall be deemed to constitute payment
on account of principal of such Debenture.  The term “Junior Securities”
means (a) shares of any stock of any class of the Company and (b) securities of
the Company which are subordinated in right of payment to all Senior
Indebtedness which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Debentures are so subordinated as provided in this
Article.  Nothing contained in this Article or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Debentures, the right, which is absolute and unconditional, of the Holder
of any Debenture to convert such Debenture in accordance with Article
XII.

       

      
        
          
          

        

        
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      SECTION
11.15.                              Contractual
Subordination.  This Article XI represents a bona fide
agreement of contractual subordination pursuant to Section 510(b) of the Title
11, U.S. Code.

       

      ARTICLE
XII


       

      CONVERSION

       

      SECTION
12.01.                              Right to
Convert.  Subject to and upon compliance with the provisions of
this Indenture, each Holder shall have the right, at such Holder’s option, at
any time before the close of business on the Business Day immediately preceding
the Maturity Date (except that, with respect to any Debenture or portion thereof
subject to a Redemption Notice or a duly completed election for repurchase, such
right shall terminate on the close of business on the Business Day prior to the
Redemption Date, the Optional Repurchase Date or the Fundamental Change Purchase
Date, as the case may be (unless the Company defaults in the payment due upon
redemption or repurchase), provided, however, that a
Holder may convert a Debenture or portion thereof subject to an election for
repurchase only if such Holder withdraws such election in accordance with
Section 3.04(e)) to convert the principal amount of any Debenture held by such
Holder, or any portion of such principal amount which is $1,000 or an integral
multiple thereof, provided that the portion not
so converted is in a minimum principal amount of $2,000, into that number of
fully paid and non-assessable shares of Common Stock (as such shares shall then
be constituted) based on the Conversion Rate in effect at such time, by
surrender of the Debenture to be so converted in whole or in part in the manner
provided in Section 12.02.  A Holder is not entitled to any rights of
a holder of Common Stock until such Holder has converted his or her Debentures
to Common Stock, and only to the extent such Debentures are deemed to have been
converted to Common Stock under this Article XII.

       

      SECTION
12.02.                              Exercise of Conversion
Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or
Dividends.  To exercise, in whole or in part, the conversion
privilege with respect to any Debenture, the Holder of such Debenture shall
surrender such Debenture, duly endorsed, at an office or agency maintained by
the Company pursuant to Section 4.04, accompanied by the funds, if any, required
by the fourth paragraph of this Section 12.02, and shall give a duly signed
written notice of conversion, in the form provided on the Debentures or
available from the Conversion Agent (or such other notice which is acceptable to
the Company) to the office or agency, that the Holder elects to convert such
Debenture or such portion thereof specified in said notice.  Such
notice shall also state the name or names (with address or addresses) in which
the certificate or certificates for shares of Common Stock which are issuable on
such conversion shall be issued, and shall be accompanied by transfer taxes, if
required pursuant to Section 12.07.  Each such Debenture surrendered
for conversion shall, unless the shares issuable on conversion are to be issued
in the same name as the registration of such Debenture, be duly endorsed by, or
be accompanied by instruments of transfer in form satisfactory to the Company
duly executed by, the Holder or his or her duly authorized
attorney.  The date on which the requirements set forth in this
paragraph have been satisfied with respect to a Debenture (or portion thereof)
will be the “Conversion Date” and
a converting Holder will become the record holder of any shares of Common Stock
upon such conversion as of such Conversion Date.  To exercise, in
whole or in part, the conversion privilege with respect to a beneficial interest
in a Global Security, a holder of such a beneficial interest must comply with
the Depositary’s procedures for converting a beneficial interest in a Global
Security and pay any funds required by the fourth paragraph of this Section
12.02 or by Section 12.07.

       

      
        
          
          

        

        
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      On the
third Business Day following the relevant Conversion Date, the Company shall
issue and shall deliver to such Holder at the office or agency maintained by the
Company for such purpose pursuant to Section 4.04, a certificate or certificates
for, or effect a book-entry transfer through the Depositary with respect to, the
number of full shares of Common Stock issuable upon the conversion of such
Debenture or portion thereof in accordance with the provisions of this Article
XII and a check or cash in respect of any fractional interest in respect of a
share of Common Stock arising upon such conversion, as provided in Section
12.03.  Notwithstanding the preceding sentence, if any calculation
required in order to determine the number of shares of Common Stock the Company
must deliver in respect of a given conversion of Debentures is based on data or
other information that will not be available to the Company on the date the
requirements set forth in the first paragraph of this Section 12.02 have been
satisfied, the Company will delay settlement of that conversion until no later
than the third Business Day after the relevant data or information becomes
available.  Certificates representing shares of Common Stock will not
be issued or delivered unless all taxes and duties, if any, payable by the
Holder have been paid or the Holder shall have established to the reasonable
satisfaction of the Company that such taxes and duties have been
paid.  In case any Debenture of a denomination of an integral multiple
greater than $2,000 is surrendered for partial conversion, and subject to
Section 2.02, the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of the Debenture so surrendered, without charge to him or
her, a new Debenture or Debentures in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered
Debenture.

       

      Each
conversion shall be deemed to have been effected with respect to a Debenture (or
portion thereof) on the Conversion Date, and the Person in whose name any
certificate or certificates for shares of Common Stock are issuable upon such
conversion shall be deemed to have become on said date the holder of record of
the shares represented thereby; provided, however, that any Holder who
has satisfied the requirements for conversion set forth above but does not
receive certificates representing shares of Common Stock (or such shares in
electronic book-entry form, as applicable) within five days after satisfying
such requirements (or five days after such longer period of time as the Company
may be allowed to deliver the shares pursuant to the terms of the preceding
paragraph) may notify the Conversion Agent in writing of such failed conversion
and such Holder will be reinstated as a Holder for all purposes under this
Indenture until such shares are delivered.  Any such surrender on any
date when the Company’s stock transfer books are closed shall constitute the
Person in whose name the certificates are to be issued as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion shall be at the Conversion Rate in effect on
the date upon which such Debenture is surrendered.

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      If any
Debenture or a portion thereof is surrendered for conversion after 5:00 p.m. New
York City time on a Record Date, Holders of such Debentures at 5:00 p.m. New
York City time on such Record Date will receive the interest and Additional
Interest, if any, payable on such Debentures on the corresponding Interest
Payment Date notwithstanding the conversion.  Any Debenture or portion
thereof surrendered for conversion during the period from 5:00 p.m. New York
City time on the Record Date through 9:00 a.m. New York City time on the
immediately following Interest Payment Date shall be accompanied by payment, in
funds acceptable to the Company, of an amount equal to the interest and
Additional Interest, if any, otherwise payable on such Interest Payment Date on
the principal amount being converted; provided, however, that no such payment
need be made (1) for conversions following the Record Date immediately preceding
the Maturity Date, (2) if the Company has specified a Redemption Date that is
after a Record Date and on or prior to the corresponding Interest Payment Date,
(3) if the Company has specified a Fundamental Change Purchase Date that is
after a Record Date and on or prior to the corresponding Interest Payment Date
or (4) to the extent of any overdue interest, if any overdue interest exists at
the time of conversion with respect to such Debenture.  An amount
equal to such payment shall be paid by the Company on such Interest Payment Date
to the Holder at the close of business on such Record Date; provided, however, that if the Company
defaults in the payment of interest, if applicable, on such Interest Payment
Date, such amount shall be paid to the Person who made such required
payment.  Except as provided above in this Section 12.02, no payment
of interest shall be made and no adjustment shall be made for interest accrued,
if any, on any Debenture converted or for dividends on any shares issued upon
the conversion of such Debenture as provided in this Article XII.

       

      With
respect to any Debentures bearing a Restricted Securities Legend on the date of
conversion, the shares of Common Stock distributed upon conversion will be
issued in physical certificated form, will not be held in book-entry form
through the facilities of the Depositary and shall be treated as “restricted
securities,” and the Company will affix the applicable Restricted Stock Legend
that is set forth in Exhibit C hereto upon such shares of Common Stock; provided that if any such
Common Stock is being immediately resold pursuant to Rule 144, such shares need
not be issued with such legend in connection with such sale.

       

      By
delivering the amount of cash and/or the number of shares of Common Stock
issuable on conversion to the Trustee, the Company will be deemed to have
satisfied its obligation to pay the principal amount of the Debentures so
converted and its obligation to pay accrued and unpaid interest, if any,
attributable to the period from the most recent Interest Payment Date to, but
not including the Conversion Date (which amount will be deemed paid in full
rather than cancelled, extinguished or forfeited).

       

      SECTION
12.03.                              Cash Payments in Lieu of
Fractional Shares.  No fractional shares of Common Stock or
scrip representing fractional shares shall be issued upon conversion of
Debentures.  If more than one Debenture shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Debentures (or specified portions thereof to the extent
permitted hereby) so surrendered for conversion.  If any fractional
share of stock otherwise would be issuable upon the conversion of any Debenture
or Debentures, the Company may elect to make an adjustment therefore in cash
based upon the Last Reported Sale Price of the Common Stock on the relevant
Conversion Date; provided that if the
Conversion Date is not a Trading Day, the Last Reported Sale Price for this
purpose shall be the Last Reported Sale Price on the Trading Day immediately
preceding the Conversion Date.

       

      SECTION
12.04.                              Conversion
Rate.  The Conversion Rate shall be as specified in the form of
Debenture attached as Exhibit A hereto, subject to adjustment as provided in
this Article XII.

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      SECTION
12.05.                              Adjustment of Conversion
Rate.  (a)  The Conversion Rate shall be adjusted
from time to time by the Company as follows, except that the Company will not
make any adjustments to the Conversion Rate if Holders participate, at the same
time and in the same manner as holders of the Common Stock and as a result of
holding Debentures, in any of the transactions described below without having to
convert their Debentures as if they held a number of shares of the Common Stock
equal to the applicable Conversion Rate, multiplied by the principal amount of
Debentures held by such Holders, divided by $1,000.

       

      (1)      If
the Company issues solely shares of Common Stock as a dividend or distribution
on all or substantially all shares of Common Stock, or if the Company effects a
share split or share combination, the Conversion Rate will be adjusted based on
the following formula:

       

      
        	
                CR1 =
      CR0 ×
       

              	
                OS1

              
	
                OS0

              


      

       

      where,

       

      
        
          	
                  CR0
      =

                	
                  the
      Conversion Rate in effect immediately prior to the open of business on the
      Business Day immediately following (x) the date fixed for the
      determination of shareholders entitled to receive such dividend or
      distribution or (y) the date on which such split or combination becomes
      effective, as applicable (such date specified in clause (x) or (y), the
      “Dividend Record
      Date”);

                


        

         

        
          	
                  CR1
      =

                	
                  the
      Conversion Rate in effect immediately after the open of business on the
      Business Day immediately following the Dividend Record
    Date;

                


        

         

        
          	
                  OS0
      =

                	
                  the
      number of shares of the Common Stock outstanding immediately prior to the
      open of business on the Dividend Record Date;
  and

                


        

         

        
          	
                  OS1
      =

                	
                  the
      number of shares of the Common Stock that would have been outstanding
      immediately prior to the open of business on the Dividend Record Date as
      adjusted to take into account such dividend, distribution, split or
      combination.

                


        

         

      

      If any
dividend or distribution of the type described in this clause (1) is declared
that results in an adjustment pursuant to this clause (1) but is not so paid or
made, or the outstanding shares of Common Stock are not split or combined, as
the case may be, the Conversion Rate shall be immediately readjusted, effective
(in the case of a dividend or distribution) as of the earliest of the date (i)
the Company’s Board of Directors determines not to pay such dividend or
distribution, (ii) the non-payment of such dividend is publicly announced or
(iii) the dividend was to have been paid, or (in the case of a stock split or
combination) the date on which such split or combination was to have been
effective, to the Conversion Rate that would then be in effect if such dividend,
distribution, share split or share combination had not been declared or
announced.

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      (2)      If
the Company distributes to all or substantially all holders of the Common Stock
any rights, options, warrants or other securities (other than pursuant to any
shareholder rights plan or any successor plan thereto) entitling them for a
period of not more than 60 calendar days after the date of such distribution to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock), at a price per share (or conversion price per share) less than
the average of the Last Reported Sale Prices of the Common Stock for the 10
consecutive Trading Day period ending on the Trading Day immediately preceding
the announcement date for such distribution, the Conversion Rate will be
adjusted based on the following formula:

       

      
        	
                CR1 =
      CR0
      ×  

              	
                (OS0 +
      X)

              
	
                (OS0 +
      Y)

              


      

       

      where,

       

      
        
          	
                  CR0
      =

                	
                  the
      Conversion Rate in effect immediately prior to the open of business on the
      Business Day immediately following the date fixed for the determination of
      shareholders entitled to receive such rights, options, warrants or other
      securities (such date, the “Rights Distribution Record
    Date”);

                


        

         

        
          	
                  CR1
      =

                	
                  the
      Conversion Rate in effect immediately after the open of business on the
      Business Day immediately following the Rights Distribution Record
      Date;

                


        

         

        
          	
                  OS0
      =

                	
                  the
      number of shares of Common Stock outstanding immediately prior to the open
      of business on the Rights Distribution Record
  Date;

                


        

         

        
          	
                  
                    X
      =

                  

                	
                   

                	
                  the
      total number of shares of Common Stock issuable pursuant to such rights,
      options, warrants or other
securities;

                


        

         

      

      
        	
                 
      

              	
                and

              


      

       

      
        	
                 
      

              	
                Y
      =

              	
                the
      number of shares of Common Stock equal to the aggregate price payable to
      exercise such rights, options, warrants or other securities divided by the average
      of the Last Reported Sale Prices of the Common Stock over the 10
      consecutive Trading Day period ending on the Trading Day immediately
      preceding the date of announcement of the distribution of such rights,
      options, warrants or other
securities.

              


      

       

      If such
rights, options, warrants or other securities are not so issued, the Conversion
Rate will remain the Conversion Rate that would then be in effect if a Rights
Distribution Record Date for such distribution had not been fixed.  In
addition, to the extent that Common Stock is not delivered after the expiration
of such rights, options, warrants or other securities, the Conversion Rate shall
be readjusted to the Conversion Rate that would then be in effect had the
adjustments made upon the issuance of such rights, options, warrants or other
securities been made on the basis of delivery of only the number of shares of
Common Stock actually delivered.

       

      For
purposes of this clause (2), in determining whether any rights, options,
warrants or other securities entitle the holders to subscribe for or purchase
shares of Common Stock at less than such average of the Last Reported Sale
Prices, and in determining the aggregate offering price of such shares, there
shall be taken into account any consideration received by the Company for such
rights, options, warrants or other securities and any amount payable on exercise
or conversion thereof, the value of such consideration, if other than cash, to
be determined by the Company’s Board of Directors.

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

      (3)      If
the Company distributes shares of its Capital Stock, evidences of its
Indebtedness, other assets or property or rights or warrants to acquire its
Capital Stock or other securities, to all or substantially all holders of the
Common Stock, excluding

       

      (i)           dividends
or distributions and rights, options, warrants and other securities described in
clause (1) or (2) above or clause (5) below;

       

      (ii)          except
as otherwise described below, rights issued to all or substantially all holders
of the Common Stock pursuant to any shareholder rights plan or any successor
plan thereto, or the detachment of such rights under the terms of any such
plan;

       

      (iii)         dividends
or distributions paid exclusively in cash, including as described in clause (4)
below;

       

      (iv)         dividends
or distributions effected pursuant to a reclassification, merger, sale,
conveyance or other transaction described in Section 12.06, where such dividend
or distribution becomes Reference Property as described in Section 12.06;
and

       

      (v)          Spin-Offs
to which the provisions set forth below in this clause (3) shall
apply;

       

      then the
Conversion Rate will be adjusted based on the following formula:

       

      
        	
                CR1 =
      CR0
      ×  

              	
                SP0

              
	
                (SP0 -
      FMV)

              


      

       

      where,

       

      
        
          	
                  CR0
      =

                	
                  the
      Conversion Rate in effect immediately prior to the open of business on the
      Business Day immediately following the record date for such
      distribution;

                


        

         

        
          	
                  CR1
      =

                	
                  the
      Conversion Rate in effect immediately after the open of business on the
      Business Day immediately following such record
  date;

                


        

         

        
          	
                  SP0  
      =

                	
                  the
      average of the Last Reported Sale Prices of the Common Stock over the 10
      consecutive Trading Day period ending on, and including, the Trading Day
      immediately preceding the Ex-Dividend Date for such distribution;
      and

                


        

         

        
          	
                  FMV
      = 

                	
                  the
      fair market value (as determined by the Company’s Board of Directors) of
      the shares of Capital Stock, evidences of Indebtedness, assets, property,
      rights or warrants distributed with respect to each outstanding share of
      Common Stock on the Ex-Dividend Date for such
  distribution;

                


        

         

        
          
            
            

          

          
            70

            
              

            

          

          
            
            

          

        

         

      

      provided that if “FMV” as set
forth above is equal to or greater than “SP0” as set
forth above, in lieu of the foregoing adjustment, adequate provision will be
made so that each Holder of Debentures shall receive on the date on which the
distributed property is distributed to holders of the Common Stock, for each
$1,000 principal amount of Debentures, the amount of distributed property such
Holder would have received had such Holder owned a number of shares of Common
Stock equal to the Conversion Rate on the record date for such distribution;
provided further that
if the Company’s Board of Directors determines “FMV” for purposes of the
foregoing adjustment by reference to the trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the average of the Last Reported Sale Prices of the Common Stock over
the 10 consecutive Trading Day period ending on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution.

       

      With
respect to an adjustment pursuant to this clause (3) where there has been a
payment of a dividend or other distribution on the Common Stock in shares of
Capital Stock of any class or series, or similar equity interest, of or relating
to a Subsidiary or other business unit (a “Spin-Off”), the
Conversion Rate will be increased based on the following formula:

       

      
        	
                CR1 =
      CR0
      ×  

              	
                (FMV0 +
      MP0)

              
	
                MP0

              


      

      


      where,

       

      
        
          	
                  CR0
      =

                	
                  the
      Conversion Rate in effect immediately prior to the opening of business on
      the Business Day immediately following the record date for the
      Spin-Off;

                


        

         

        
          	
                  CR1
      =

                	
                  the
      Conversion Rate in effect immediately after the opening of business on the
      Business Day immediately following such record
  date;

                


        

         

        
          	
                  FMV0 =
      

                	
                  the
      average of the Last Reported Sale Prices of the Capital Stock or similar
      equity interest distributed to holders of the Common Stock applicable to
      one share of Common Stock over the first 10 consecutive Trading Day period
      immediately following, and including, the Ex-Dividend Date of the Spin-Off
      (the “Valuation
      Period”); and

                


        

         

        
          	
                  MP0
      =

                	
                  the
      average of the Last Reported Sale Prices of the Common Stock over the
      Valuation Period.

                


        

         

      

      The
adjustment to the Conversion Rate under the preceding paragraph will be made
immediately after the open of business on the day after the last day of the
Valuation Period, but will be given effect as of the open of business on the
Business Day immediately following the record date for the
Spin-Off.  For purposes of determining the applicable Conversion Rate
in respect of any conversion during the Valuation Period, references within the
portion of this clause (3) related to Spin-Offs to 10 Trading Days shall be
deemed replaced with such lesser number of Trading Days as have elapsed from,
and including, the Ex-Dividend Date of such Spin-Off to, but excluding, the
Conversion Date.

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      If any
distribution or spin-off described in this clause (3) results in an adjustment
to the Conversion Rate but such distribution or Spin-Off is not so made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such distribution or Spin-Off had not been
declared.

       

      (4)      If
the Company pays any cash dividend or distribution to all or substantially all
holders of the Common Stock, the Conversion Rate will be adjusted based on the
following formula:

       

      
        	
                CR1 =
      CR0
      ×  

              	
                SP0

              
	
                (SP0 -
      C)

              


      

      where,

       

      
        
          	
                  CR0
      =

                	
                  the
      Conversion Rate in effect immediately prior to the open of business on the
      Business Day immediately following the record date for such dividend or
      distribution;

                


        

         

        
          	
                  CR1
      =

                	
                  the
      Conversion Rate in effect immediately after the open of business on the
      Business Day immediately following such record
  date;

                


        

         

        
          
            	
                    

                      SP0
      =

                    

                  	
                    the
      average of the last reported sale prices of the Common Stock over the 10
      consecutive Trading Day period ending on, and including, the Trading Day
      immediately preceding the Ex-Dividend Date for such dividend or
      distribution; and

                  


             

            
              	
                      

                        C
      =

                      

                    	
                      the
      amount in cash per share the Company distributes to holders of the Common
      Stock.

                    


            

             

          

        

      

      If such
dividend or distribution results in an adjustment to the Conversion Rate under
the preceding paragraph and such dividend or distribution is not so paid or
made, the Conversion Rate shall again be adjusted to be the Conversion Rate that
would then be in effect if such dividend or distribution had not been
declared.

       

      (5)      If
the Company or any of its Subsidiaries make a payment in respect of a tender
offer or exchange offer for the Common Stock, to the extent that the cash and
value of any other consideration included in the payment per share of Common
Stock exceeds the average of the Last Reported Sale Prices of the Common Stock
over the 10 consecutive Trading Day period commencing on, and including, the
Trading Day next succeeding the last date on which tenders or exchanges may be
made pursuant to such tender or exchange offer (the “Expiration Date”),
the Conversion Rate will be increased based on the following
formula:

       

      
        	
                CR1 =
      CR0
      ×  

              	
                AC
      + (SP1 x
      OS1)

              
	
                (SP1 x
      OS0)

              


      

       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

      where,

       

      
        
          	
                  CR0
      =

                	
                  the
      Conversion Rate in effect immediately prior to the open of business on the
      Business Day next succeeding the Expiration
  Date;

                


        

         

        
          	
                  CR1
      =

                	
                  the
      Conversion Rate in effect immediately after the open of business on the
      Business Day next succeeding the Expiration
  Date;

                


        

         

        
          	
                  
                    AC
      =

                  

                	
                   

                	
                  the
      aggregate value of all cash and any other consideration (as determined by
      the Company’s Board of Directors) paid or payable for shares purchased in
      such tender or exchange offer;

                


        

         

        
          	
                  OS0
      =

                	
                  the
      number of shares of Common Stock outstanding immediately prior to the time
      (the “Expiration
      Time”) such tender or exchange offer expires (prior to giving
      effect to such tender or exchange
offer);

                


        

         

        
          	
                  OS1
      =

                	
                  the
      number of shares of Common Stock outstanding immediately after the
      Expiration Time (after giving effect to such tender or exchange offer);
      and

                


        

         

        
           

          
            	
                    SP1
      =

                  	
                    the
      average of the Last Reported Sale Prices of the Common Stock over the 10
      consecutive Trading Day period
commencing

                  


          

           

        

      

      The
adjustment to the Conversion Rate under this clause (5) will be made at the
close of business on the tenth Trading Day immediately following, and including,
the Trading Day next succeeding the Expiration Date, but will be given effect as
of the open of business on the Business Day following the Expiration
Date.  For purposes of determining the applicable Conversion Rate in
respect of any conversion during the 10 Trading Days commencing on, and
including, the Trading Day next succeeding the Expiration Date of any tender or
exchange offer, references to 10 Trading Days shall be deemed replaced with such
lesser number of Trading Days as have elapsed from, and including, the Trading
Day next succeeding the Expiration Date to, but excluding the Conversion
Date.  If the Company or one of its Subsidiaries is obligated to
purchase the Common Stock pursuant to any such tender or exchange offer but the
Company or the relevant Subsidiary is permanently prevented by applicable law
from effecting any such purchase or all or any portion of such purchases are
rescinded, the new Conversion Rate shall be readjusted to be the Conversion Rate
that would be in effect if such tender or exchange offer had not been made or
had only been made in respect of the purchases that had been
effected.

       

      (b)           The
Company may, at its option, make such adjustments in the Conversion Rate, in
addition to those required by Sections 12.05(a), as the Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of
Common Stock or rights to purchase Common Stock in connection with any dividend
or distribution of stock (or rights to acquire stock) or from any event treated
as such for income tax purposes.

       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

      The
Company from time to time may, to the extent permitted by law and subject to the
applicable rules of the New York Stock Exchange (or any other securities
exchange on which the Common Stock may be listed at the time), increase the
Conversion Rate of the Debentures by any amount for any period of at least 20
Business Days, if the Board of Directors has made a determination that such
increase would be in the Company’s best interests, which determination shall be
conclusive and described in a resolution of the Board of
Directors.  The increase in the Conversion Rate shall be irrevocable
during this period.  Whenever the Conversion Rate is increased
pursuant to the preceding sentence, the Company shall mail to the Holders of
Debentures at his or her last address appearing on the Register of Holders
maintained for that purpose a notice of the increase at least 15 days prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in
effect.

       

      (c)           With
respect to any rights, options or warrants (the “Rights”) that may be
issued or distributed pursuant to any rights plan that the Company implements
after the Issue Date (each a “Rights Plan”), in
lieu of any adjustment required by any other provision of this Section 12.05,
upon conversion of the Debentures into Common Stock, to the extent that such
Rights Plan is in effect upon such conversion, the Holders of Debentures will
receive, with respect to the shares of Common Stock issued upon conversion, the
Rights described therein, subject to the limitations set forth in and in
accordance with any such Rights Plan; provided that if, prior to
any conversion, however, the Rights have separated from the shares of Common
Stock in accordance with the provisions of the Rights Plan so that Holders would
not be entitled to receive any Rights in respect of the shares of Common Stock
issuable upon conversion of the Debentures as a result of the timing of the
Conversion Date, the Conversion Rate will be adjusted at the time of separation
as if the Company distributed to all holders of Common Stock securities as
provided in clause (3) of Section 12.05(a), subject to appropriate readjustment
in the event of the expiration, termination, repurchase or redemption of the
Rights.  Any distribution of Rights pursuant to a Rights Plan that
would allow Holders to receive upon conversion the Rights described therein with
respect to the shares of Common Stock issuable upon conversion (unless such
Rights have separated from the shares of Common Stock) shall not constitute a
distribution of rights or warrants pursuant to Section
12.05(a).  Other than as specified in this clause (c), there will not
be any adjustment to the Conversion Rate as the result of the issuance of any
Rights, the distribution of separate certificates representing such Rights, the
exercise or redemption of such Rights in accordance with any Rights Plan or the
termination or invalidation of any Rights.

       

      (d)           No
adjustment in the Conversion Rate shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Conversion Rate; provided, however, that any adjustments
which by reason of this Section 12.05(d) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment or reflected
in an adjustment of the Conversion Rate at least annually.  All
calculations under this Article XII shall be made by the Company and shall be
made to the nearest ten thousandth of a share, as the case may
be.  Notwithstanding the foregoing, all adjustments not previously
made shall have effect and be made upon conversion of any of the
Debentures.

       

      Without
limiting the foregoing, the Conversion Rate shall not be adjusted, among other
things:  (i) upon the issuance of any shares of the Common Stock
pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on the Company’s securities and the investment of
additional optional amounts in shares of the Common Stock under any plan; (ii)
upon the issuance of any shares of the Common Stock, or any options or rights to
purchase shares of the Common Stock, pursuant to any present or future employee,
director or consultant benefit plan or program of the Company, or assumed by the
Company or any of its Subsidiaries; (iii) upon the issuance of any shares of the
Common Stock pursuant to any option, warrant, right or exercisable, exchangeable
or convertible security not described in the preceding clause and outstanding as
of the Issue Date; (iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid interest and Additional Interest, if
any.

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      (e)           Whenever
the Conversion Rate is adjusted as herein provided, the Company shall
promptly file with the Trustee and any Conversion Agent other than the Trustee
an Officer’s Certificate setting forth the Conversion Rate after such
adjustment, detailing the calculation of the Conversion Rate and setting forth a
brief statement of the facts requiring such adjustment.  Promptly
after delivery of such certificate, the Company shall prepare and issue a press
release containing the relevant information (and make that press release
available on the Company’s website).  Failure to deliver such notice
shall not affect the legality or validity of any such adjustment.

       

      (f)           If
any distribution or transaction described in subsection (a) above has not yet
resulted in an adjustment to the applicable Conversion Rate on the Business Day
in question, and the shares the Holder will receive on conversion are not
entitled to participate in the relevant distribution or transaction (because
they were not held on a related record date or otherwise), then promptly after
such distribution or transaction has occurred, the Company will adjust the
number of shares that it delivers to the Holder as the Company determines is
appropriate to reflect the relevant distribution or transaction.

       

      (g)           For
purposes of this Section 12.05, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.  The Company shall not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of the Company.

       

      (h)           Except
as stated in this Section 12.05, the Company will not adjust the Conversion
Rate.  If, however, the application of the provisions of Section 12.05
would result in a decrease in the Conversion Rate, no adjustment to the
Conversion Rate will be made (other than as a result of a reverse share split or
share combination).

       

      (i)           The
Company shall not take any action (i) that would result in an adjustment to the
Conversion Rate pursuant to Section 12.05 or the par value of the Common Stock
in such a manner as to result in the Conversion Price being less than the par
value per share of the Common Stock or (ii) pursuant to Section 12.05 without
complying, if applicable, with the shareholder approval rules of the New York
Stock Exchange (including Rule 312, which requires shareholder approval of
certain issuances of stock) or any stock exchange on which the Common Stock is
listed at the relevant time.

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

      SECTION
12.06.                              Effect of Recapitalization,
Reclassification, Consolidation, Merger, Combination, Sale, Lease or
Transfer.

       

      In the
event of any (i) recapitalization, reclassification or change of the outstanding
shares of Common Stock (other than a change only in par value, or from par value
to no par value, or from no par value to par value, or changes resulting from a
subdivision or combination), (ii) consolidation, merger or combination involving
the Company (other than a merger in which the Company is the surviving
corporation and which does not result in any reclassification of, or change
(other than in par value, or from par value to no par value, or from no par
value to par value, or a change as a result of a subdivision or combination) in,
outstanding shares of Common Stock), (iii) sale, assignment, conveyance,
transfer, lease or other disposition to another Person of the property and
assets of the Company and its Subsidiaries as an entirety or substantially as an
entirety, or (iv) statutory share exchange in each case, as a result of which
holders of Common Stock shall be entitled to receive stock, other securities,
other property, assets or cash (or any combination thereof) with respect to or
in exchange for such Common Stock, then the Company or the successor or
purchasing corporation, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the TIA as in force at the date
of execution of such supplemental indenture if such supplemental indenture is
then required to so comply) providing that Holders of Debentures shall
thereafter be entitled to convert Debentures into the kind and amount of shares
of stock and other securities, property, assets or cash (or any combination
thereof) that such Holders would have owned or otherwise been entitled to
receive upon such recapitalization, reclassification, change, consolidation,
merger, combination, sale, lease, assignment, conveyance or other transfer had
such Debentures been converted into shares of Common Stock immediately prior to
such recapitalization, reclassification, change, consolidation, merger,
combination, sale, lease, assignment, conveyance or other transfer (subject to
the right of such Holder to receive the Make Whole Fundamental Change Premium
upon compliance with the provisions of Section 12.12) (such property, the “Reference
Property”).  In such a case, any increase in the Conversion
Rate by the additional shares described in Section 12.12 will not be payable in
additional shares of the Common Stock, but will represent a right to receive the
aggregate amount of cash, securities or other property into which the additional
shares would convert in the transaction from the surviving entity (or a direct
or indirect parent thereof).  In the event holders of Common Stock
have the opportunity to elect the form of consideration to be received in a
recapitalization, reclassification, change, consolidation, merger, combination,
sale, lease, assignment, conveyance or other transfer, the Reference Property
into which the Debentures will be convertible will be deemed to be the weighted
average of the types and amounts of consideration received by the holders of the
Common Stock that affirmatively make such an election, subject to any
limitations to which the holders of Common Stock are subject, including pro rata
reductions applicable to any portion of the consideration
payable.  The Company shall notify the Conversion Agent and Holders of
the composition of such Reference Property promptly after determination
thereof.  The Company shall not become party to any such
recapitalization, reclassification, change, consolidation, merger combination,
sale, lease, assignment, conveyance or other transfer unless the terms of such
transaction are consistent with the foregoing.  Such supplemental
indenture shall provide for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article
XII.

       

      If, in
the case of any such reclassification, change, consolidation, merger,
combination, sale, lease, assignment, conveyance or other transfer, the stock or
other securities and assets receivable thereupon by a holder of shares of Common
Stock includes shares of stock or other securities and assets of a corporation
other than the successor or purchasing corporation, as the case may be, in such
recapitalization, reclassification, change, consolidation, merger, combination,
sale, lease, assignment, conveyance or other transfer, then such supplemental
indenture shall also be executed by such other corporation and shall contain
such additional provisions to protect the interests of the Holders of the
Debentures as the Company’s Board of Directors shall reasonably consider
necessary by reason of the foregoing.

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

      If the
Debentures become convertible into Reference Property, the Company shall notify
the Trustee and issue a press release containing the relevant information (and
make the press release available on the Company’s website).  Failure
to deliver such notice shall not affect the legality or validity of such
supplemental indenture.

       

      The above
provisions of this Section 12.06 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales,
leases, assignments, conveyances or other transfers.  If this Section
12.06 applies to any event or occurrence, Section 12.05 shall not
apply.

       

      SECTION
12.07.                              Taxes on Shares
Issued.  The issue of stock certificates on conversions of
Debentures shall be made without charge to the converting Holder for any
documentation, stamp or similar issue or transfer tax in respect of the issue
thereof; provided that
the Company shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of stock in any
name other than that of the Holder of any Debenture converted.  The
Company shall not be required to issue or deliver any such stock certificate
unless and until the Person or Persons requesting the issue thereof shall have
paid to the Company any amount of such tax or shall have established to the
reasonable satisfaction of the Company that such tax has been paid.

       

      SECTION
12.08.                              Reservation of Shares;
Shares to Be Fully Paid; Listing of Common Stock.  The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares to provide for the
conversion of the Debentures from time to time as such Debentures are presented
for conversion.

       

      Before
taking any action which would cause an adjustment increasing the Conversion Rate
to a level such that the Conversion Price would be below the then par value, if
any, of the shares of Common Stock issuable upon conversion of the Debentures,
the Company shall take all corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
shares of such Common Stock at such adjusted Conversion Rate; provided, however, that no shares of
Common Stock shall be required to be issued at a Conversion Price less than the
par value of such Common Stock.

       

      The
Company covenants that all shares of Common Stock issued upon conversion of
Debentures will be fully paid and non-assessable by the Company and free from
all taxes, liens and charges with respect to the issue thereof.

       

      The
Company further covenants that as long as the Common Stock is quoted on the New
York Stock Exchange, or its successor, the Company shall cause all Common Stock
issuable upon conversion of the Debentures to be eligible for such quotation in
accordance with, and at the times required under, the requirements of such
market, and if at any time the Common Stock becomes listed on any other national
securities exchange, the Company shall cause all Common Stock issuable upon
conversion of the Debentures to be so listed and kept listed.

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      SECTION
12.09.                              Responsibility of
Trustee.  The Trustee and any other Conversion Agent shall not
at any time be under any duty of responsibility to any Holders to determine
whether any facts exist which may require any adjustment of the Conversion Rate,
or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the
same.  The Trustee and any other Conversion Agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Debenture; and the Trustee
makes no representations with respect thereto.  The Trustee and any
other Conversion Agent shall not be responsible for any failure of the Company
to issue, transfer or deliver any shares of Common Stock or stock certificates
or other securities or property or cash upon the surrender of any Debenture for
the purpose of conversion or to comply with any of the duties, responsibilities
or covenants of the Company contained in this Article XII.  Without
limiting the generality of the foregoing, the Trustee and any other Conversion
Agent shall not have any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to
Section 12.06 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders upon the
conversion of its Debentures after any event referred to in such Section 12.06
or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, the Officer’s
Certificate and Opinion of Counsel (which the Company shall be obligated to file
with the Trustee prior to the execution of any such supplemental indenture) with
respect thereto.  Neither the Trustee nor any Conversion Agent shall
have any duties to holders of the Company’s Common Stock obtained by such holder
under this Article XII, or any duty to monitor whether the Company issues
(timely or otherwise) Common Stock to Holders under this Article
XII.  In addition, without limiting the generality of the foregoing,
the Trustee and any other Conversion Agent shall not have any responsibility to
determine whether or to ensure that any share of Common Stock issued upon
conversion of a Restricted Debenture shall bear any legend required by Sections
2.06(d) or 12.02 or the restricted or unrestricted CUSIP numbers contemplated by
Section 2.14, or compliance with any similar provision relating to the Common
Stock, nor shall the Trustee or any Conversion Agent be responsible for ensuring
compliance with the restrictions set forth in Section 12.11.

       

      SECTION
12.10.                              Notice to Holders Prior to
Certain Actions.  If

       

      (a)           the
Company declares a dividend (or any other distribution) on the Common Stock
(other than in cash out of retained earnings); or

       

      (b)           the
Company authorizes the granting to the holders of the Common Stock of rights,
options or warrants to subscribe for or purchase any share of any class of
Common Stock or any other rights, options or warrants; or

       

      (c)           there
is any reclassification of the Common Stock (other than a subdivision or
combination of outstanding Common Stock, or a change in par value, or from par
value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Company is a party and for which approval
of any shareholders of the Company is required, or of the sale or transfer of
all or substantially all of the consolidated assets of the Company;
or

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      (d)           there
is any voluntary or involuntary dissolution, liquidation or winding-up of the
Company;

       

      then the
Company shall cause to be filed with the Trustee and to be mailed to each Holder
at his or her address appearing on the Register maintained for that purpose as
promptly as possible but in any event at least 15 days prior to the applicable
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution or rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution or
rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

       

      SECTION
12.11.                              Restriction on Common Stock
Issuable Upon Conversion.

       

      (a)           Shares
of Common Stock to be issued upon conversion of Debentures that bear a
Restricted Securities Legend at the time of such conversion shall be physically
delivered in certificated form to the Holders converting such Debentures and the
certificate representing such shares of Common Stock shall bear the Restricted
Stock Legend unless removed in accordance with Section 12.11(c).

       

      (b)           If
(i) shares of Common Stock to be issued upon conversion of Debentures that bear
a Restricted Securities Legend at the time of such conversion are to be
registered in a name other than that of the Holder of such Debenture or (ii)
shares of Common Stock represented by a certificate bearing the Restricted Stock
Legend are transferred subsequently by such Holder, then, unless (i) with
respect to shares issued upon conversion of Restricted Debentures, the
Restricted Securities Legend on the Global Securities has been removed pursuant
to Section 2.07(c) or (ii) a shelf registration statement has become effective
with respect to the resale of such shares of Common Stock and such shares are
being transferred pursuant thereto, the Holder must deliver to the transfer
agent for the Common Stock a certificate in substantially the form of Exhibit D
hereto as to compliance with the restrictions on transfer applicable to such
shares of Common Stock and neither the transfer agent nor the registrar for the
Common Stock shall be required to register any transfer of such Common Stock not
so accompanied by a properly completed certificate.

       

      (c)           Except
in connection with a transfers described in Section 12.11(b), if certificates
representing shares of Common Stock are issued upon the registration of
transfer, exchange or replacement of any other certificate representing shares
of Common Stock bearing the Restricted Stock Legend, or if a request is made to
remove such Restricted Stock Legend from certificates representing shares of
Common Stock, the certificates so issued shall bear the Restricted Stock Legend,
or the Restricted Stock Legend shall not be removed, as the case may be, unless
there is delivered to the Company such satisfactory evidence, which, except in
the case of a transfer made pursuant to Rule 144 under the Securities Act, may
include an opinion of counsel pursuant to the laws in the State of New York, as
may be reasonably required by the Company, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144 under the Securities Act or that
such shares of Common Stock are securities that are not “restricted” within the
meaning of Rule 144 under the Securities Act.  Upon provision to the
Company of such reasonably satisfactory evidence, the Company shall cause the
transfer agent for the Common Stock to countersign and deliver certificates
representing shares of Common Stock that do not bear the legend.

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

      (d)           Notwithstanding
Section 12.11(c), any stock certificate representing shares of Common Stock
issued upon conversion of Debentures (or security issued in exchange or
substitution therefor) as to which the restrictions on transfer shall have
expired in accordance with their terms or that has been transferred, replaced or
exchanged on or after the date that the Company, pursuant to Section 2.07(c),
removes the Restricted Securities Legend from the Debentures, or that has been
transferred pursuant to a resale registration statement that has been declared
effective under the Securities Act may, upon surrender of such stock certificate
to the Registrar for exchange, be exchanged for a new stock certificate, of like
tenor and aggregate number of shares, which shall not bear any Restricted Stock
Legend.

       

      SECTION
12.12.                              Make Whole Premium Upon a
Fundamental Change.  If there shall have occurred a Fundamental
Change that constitutes a transaction or event described in clause (1) or (2) of
the definition of Fundamental Change (subject to the paragraph immediately
following such definition) (a “Make Whole Fundamental
Change”), the Company shall pay a “Make Whole Fundamental
Change Premium” to the Holders of the Debentures who elect to convert
their Debentures in connection with such Make Whole Fundamental
Change.  A conversion of Debentures will be deemed for these purposes
to be “in connection with” such Make Whole Fundamental Change if the notice of
conversion of the Debentures is received by the Conversion Agent from, and
including, the effective date of the Make Whole Fundamental Change (the “Effective Date”) and
prior to the close of business on the Business Day immediately prior to the
related Fundamental Change Purchase Date.  The Company will notify
Holders and the Trustee of the anticipated Effective Date and issue a press
release (and make that press release available on the Company’s website) as soon
as practicable after the Company first determines the anticipated Effective
Date.

       

      The Make
Whole Fundamental Change Premium will consist of an increase in the Conversion
Rate for such Debentures by a number of additional shares of Common Stock per
$1,000 principal amount of Debentures, as determined in accordance with the
table below, based on the Effective Date and the price (the “Stock Price”) paid
(or deemed paid) per share of Common Stock in such Make Whole Fundamental
Change. If the holders of the Common Stock receive only cash in a Make Whole
Fundamental Change described in clause (2) of the definition of Fundamental
Change, the Stock Price shall be the cash amount paid per
share.  Otherwise, the Stock Price shall be the average of the Last
Reported Sale Prices of the Common Stock over the five Trading Day period ending
on, and including, the Trading Day immediately preceding the Effective
Date.

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

      The Stock
Prices set forth in the first row of the table below shall be adjusted as of any
date on which the Conversion Rate of the Debentures is adjusted.  The
adjusted Stock Prices will equal the Stock Prices applicable immediately prior
to such adjustment multiplied by a fraction, the numerator of which is the
Conversion Rate immediately prior to the adjustment giving rise to the Stock
Price adjustment and the denominator of which is the Conversion Rate as so
adjusted.  The number of additional shares set forth in the table
below will be adjusted in the same manner as the Conversion Rate as set forth in
Section 12.05 hereof, other than as a result of an adjustment of the Conversion
Rate by adding the Make Whole Fundamental Change Premium as described
above.

       

      [remainder of page intentionally left
blank]

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

      


       

      Stock
Price

      
        	
                
                  Effective

                  Date

                

              	
                
                   

                  $7.06

                

              	
                
                   

                  $7.50

                

              	
                
                   

                  $8.00

                

              	
                
                   

                  $9.00

                

              	
                
                   

                  $10.25

                

              	
                
                   

                  $11.75

                

              	
                
                   

                  $13.50

                

              	
                
                   

                  $15.50

                

              	
                
                   

                  $18.00

                

              	
                
                   

                  $25.00

                

              	
                
                   

                  $35.00

                

              	
                
                   

                  $50.00

                

              	
                
                   

                  $75.00

                

              	
                
                   

                  $100

                

              
	
                December
      21, 2009........

              	
                30.5505

              	
                30.4962

              	
                27.3708

              	
                22.5211

              	
                18.2437

              	
                14.7015

              	
                11.8859

              	
                9.6966

              	
                7.8269

              	
                4.9685

              	
                3.1088

              	
                1.8067

              	
                0.8592

              	
                0.4385

              
	
                December
      31, 2010.........

              	
                30.5505

              	
                30.2835

              	
                26.8857

              	
                21.6475

              	
                17.1266

              	
                13.4942

              	
                10.6997

              	
                8.5842

              	
                6.8460

              	
                4.2889

              	
                2.6904

              	
                1.5782

              	
                0.7592

              	
                0.3896

              
	
                December
      31, 2011.........

              	
                30.5505

              	
                30.0529

              	
                26.2576

              	
                20.5314

              	
                15.7147

              	
                11.9531

              	
                9.1820

              	
                7.1884

              	
                5.6195

              	
                3.4589

              	
                2.1794

              	
                1.2948

              	
                0.6340

              	
                0.3290

              
	
                December
      31, 2012.......

              	
                30.5505

              	
                29.7290

              	
                25.4575

              	
                19.0703

              	
                13.8736

              	
                9.9924

              	
                7.2799

              	
                5.4498

              	
                4.1205

              	
                2.4696

              	
                1.5721

              	
                0.9526

              	
                0.4802

              	
                0.2553

              
	
                December
      31, 2013.......

              	
                30.5505

              	
                28.9378

              	
                24.0473

              	
                16.9420

              	
                11.3444

              	
                7.3391

              	
                4.7648

              	
                3.1826

              	
                2.2272

              	
                1.2921

              	
                0.8404

              	
                0.5166

              	
                0.2653

              	
                0.1422

              
	
                December
      31, 2014 ......

              	
                30.5505

              	
                24.3737

              	
                20.6970

              	
                14.7711

              	
                9.2297

              	
                4.2993

              	
                0.0050

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2015.........

              	
                30.5505

              	
                25.6970

              	
                21.7392

              	
                15.4239

              	
                9.5751

              	
                4.4325

              	
                0.0051

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2016.........

              	
                30.5505

              	
                27.1112

              	
                22.8249

              	
                16.0468

              	
                9.8895

              	
                4.5491

              	
                0.0052

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2017.......

              	
                30.5505

              	
                28.2778

              	
                23.6361

              	
                16.4286

              	
                10.0053

              	
                4.5708

              	
                0.0053

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2018.......

              	
                30.5505

              	
                28.6294

              	
                23.6234

              	
                16.1001

              	
                9.6697

              	
                4.3941

              	
                0.0051

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2019 ......

              	
                30.5505

              	
                24.3456

              	
                20.6753

              	
                14.7571

              	
                9.2142

              	
                4.2843

              	
                0.0050

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2020.........

              	
                30.5505

              	
                25.6792

              	
                21.7215

              	
                15.4040

              	
                9.5631

              	
                4.4246

              	
                0.0051

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2021.........

              	
                30.5505

              	
                27.0890

              	
                22.8058

              	
                16.0423

              	
                9.8794

              	
                4.5471

              	
                0.0052

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2022.......

              	
                30.5505

              	
                28.2771

              	
                23.6311

              	
                16.4227

              	
                10.0090

              	
                4.5756

              	
                0.0052

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2023.......

              	
                30.5505

              	
                28.6012

              	
                23.5859

              	
                16.0725

              	
                9.6551

              	
                4.3949

              	
                0.0050

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2024 ......

              	
                30.5505

              	
                24.3400

              	
                20.6671

              	
                14.7496

              	
                9.2067

              	
                4.2844

              	
                0.0049

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2025.........

              	
                30.5505

              	
                25.6741

              	
                21.7200

              	
                15.3948

              	
                9.5524

              	
                4.4217

              	
                0.0051

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2026.........

              	
                30.5505

              	
                27.0609

              	
                22.7813

              	
                16.0149

              	
                9.8626

              	
                4.5386

              	
                0.0052

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2027.......

              	
                30.5505

              	
                28.2469

              	
                23.6048

              	
                16.3930

              	
                9.9912

              	
                4.5669

              	
                0.0052

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2028.......

              	
                30.5505

              	
                28.5667

              	
                23.5621

              	
                16.0403

              	
                9.6429

              	
                4.3852

              	
                0.0050

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2029 ......

              	
                30.5505

              	
                24.3063

              	
                20.6305

              	
                14.7208

              	
                9.1895

              	
                4.2714

              	
                0.0049

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2030.........

              	
                30.5505

              	
                25.6195

              	
                21.6645

              	
                15.3609

              	
                9.5298

              	
                4.4056

              	
                0.0050

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2031.........

              	
                30.5505

              	
                26.9948

              	
                22.7135

              	
                15.9702

              	
                9.8321

              	
                4.5184

              	
                0.0051

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2032.......

              	
                30.5505

              	
                28.1409

              	
                23.4975

              	
                16.3160

              	
                9.9389

              	
                4.5368

              	
                0.0051

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2033.......

              	
                30.5505

              	
                28.3879

              	
                23.3746

              	
                15.8883

              	
                9.5346

              	
                4.3275

              	
                0.0049

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2034 ......

              	
                30.5505

              	
                23.6371

              	
                20.0592

              	
                14.3102

              	
                8.9389

              	
                4.1654

              	
                0.0048

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2035.........

              	
                30.5505

              	
                24.6223

              	
                20.7983

              	
                14.7256

              	
                9.1372

              	
                4.2369

              	
                0.0048

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2036.........

              	
                30.5505

              	
                25.4624

              	
                21.3485

              	
                14.9342

              	
                9.1747

              	
                4.2291

              	
                0.0048

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2037.......

              	
                30.5505

              	
                25.6713

              	
                21.2004

              	
                14.4597

              	
                8.7017

              	
                3.9724

              	
                0.0045

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2038.......

              	
                30.5505

              	
                24.3005

              	
                19.2035

              	
                12.0324

              	
                6.6861

              	
                2.9390

              	
                0.0034

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                December
      31, 2039 ......

              	
                30.5505

              	
                22.2407

              	
                13.9074

              	
                0.0185

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              


      

      


      If the
Stock Price on the Effective Date is not set forth on the table above but is
between two Stock Prices specified on the table above or the Effective Date is
not set forth on the table above but is between two Effective Dates specified on
the table above, the Make Whole Fundamental Change Premium will be determined by
a straight-line interpolation between the Make Whole Fundamental Change Premiums
set forth for the two Stock Prices and the two Effective Dates on the table
above based on a 365/366-day year, as applicable; if the Stock Price on the
Effective Date is greater than $100.00 per share, subject to adjustment as set
forth herein, no Make Whole Fundamental Change Premium will be paid; and if the
Stock Price on the Effective Date is less than $7.06 per share, subject to
adjustment as set forth herein, no Make Whole Fundamental Change Premium will be
paid.

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      For
purposes of giving effect to the Make Whole Fundamental Change Premium, the
Conversion Price of the Debentures following payment of the Make Whole
Fundamental Change Premium shall be equal to the product of (a) the Conversion
Price immediately prior to payment of the Make Whole Fundamental Change Premium
and (b) the fraction obtained by dividing (i) the Conversion Rate immediately
prior to payment of the Make Whole Fundamental Change Premium by (ii) the
Conversion Rate immediately after payment of the Make Whole Fundamental Change
Premium.

       

      Notwithstanding
the foregoing paragraphs, in no event will the total number of shares of Common
Stock issuable upon conversion of a Debenture exceed 141.6431 per $1,000
principal amount of Debentures, subject to adjustment in the same manner as the
Conversion Rate as set forth in Section 12.05(a) hereof.  If a Holder
elects to convert its Debentures prior to the Effective Date, such Holder will
not be entitled to an increased Conversion Rate in connection with such
conversion.

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed and
attested, all as of the date first above written, signifying their agreements
contained in this Indenture.

       

      
        
          	 
      	
                  GENCORP
      INC.

                
	 
      	 
      
	 
      	
                  By:

                	/s/
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      


        

        


        


        
          	 
      	
                  THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

                
	 
      	 
      
	 
      	
                  By:

                	/s/
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      


        

        


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A – FORM OF DEBENTURE

       

      [Include the following legend for
Global Securities only (the “Global Securities Legend”):]

       

      “THIS IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER
AND HOLDER OF THIS CONVERTIBLE SUBORDINATED DEBENTURE FOR ALL
PURPOSES.

       

      [As part of the Global Securities
Legend, include the following legend on all Global Securities for which DTC is
to be the Depositary:]

       

      UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO GENCORP
INC. (THE “COMPANY”) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY THE AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OR DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
REGISTERED FORM IN THE CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OR SUCH SUCCESSOR DEPOSITARY.”

       

      [Include the following legend on all
Debentures that are Restricted Debentures (the “Restricted Securities
Legend”):]

       

      THIS
SECURITY AND THE SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY OR IN CERTAIN
OTHER CIRCUMSTANCES PURSUANT TO THE TERMS OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER:

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      (1)
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT, AND

       

      (2)
AGREES FOR THE BENEFIT OF GENCORP INC. THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE
DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
(OR OF ANY SUBSEQUENTLY ISSUED SECURITY) OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW, EXCEPT:

       

      (A) TO
GENCORP INC. OR ANY OF SUBSIDIARY THEREOF, OR

       

      (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR

       

      (C) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, OR

       

      (D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

       

      PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, GENCORP INC.
AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      


      [FORM
OF FACE OF DEBENTURE]

       

      
         

        
          	No.
      [  ] 	 CUSIP:
	$[  ] 	 ISIN:


        

         

      

      


      4.0625%
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2039

       

      GENCORP
INC., an Ohio corporation (together with its successors and assigns, the “Company”), promises
to pay to [________________], or registered assigns, the principal sum of
[________________] Dollars
($[                ])
[If the Debenture is Global
Security, add the following: , as revised by the Schedule of Exchanges of
Interest in Global Security attached hereto], on December 31, 2039.

       

      Interest
Payment Dates:  June 30 and December 31, commencing June 30,
2010.

       

      Record
Dates:  June 15 and December 15

       

      Dated:  [_________]

       

      Additional
provisions of this Debenture are set forth on the other side of this
Debenture.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Debenture to be signed manually or
by facsimile by a duly authorized officer.

       

      
        
          	 
      	
                  GENCORP
      INC.

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      


        

        
 

      

      Trustee’s
Certificate of Authentication:

      


      This is
one of the Debentures described in the

      within-mentioned
Indenture:

       

      
        	
                 
      

              	
                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
  Trustee

              


      

       

      By:           ________________________

      Authorized
Signatory

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      [FORM
OF REVERSE SIDE OF DEBENTURE]

       

      GENCORP
INC.

       

      4.0625%
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2039

       

      Capitalized
terms used by not defined herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

       

      1.           INTEREST.  GenCorp
Inc., an Ohio corporation (the “Company”), promises
to pay interest on the principal amount of this Debenture at the rate per annum
shown above; provided
that such rate may be increased from time to time as provided in the Indenture,
including Sections 4.09 and 6.02(b) thereof.  Interest will be paid in
cash, in shares of Common Stock or any combination of cash and shares of Common
Stock, at the option of the Company as permitted by Section 2.15 of the
Indenture.  The Company will pay interest semi-annually in arrears on
June 30 and December 31 of each year, beginning June 30,
2010.  Interest on the Debentures will accrue from the most recent
Interest Payment Date to which interest has been paid or, if no interest has
been paid, from December 21, 2009.  Interest, if any, will be computed
on the basis of a 360-day year composed of twelve 30-day months.  The
Company shall pay any increased interest required to be paid by it pursuant to
Section 4.09 and Section 6.02(b) of the Indenture in the manner and on the dates
otherwise provided herein for the payment of interest.

       

      2.           METHOD
OF PAYMENT.  The Company will pay interest on the Debentures (except
defaulted interest) to the Person in whose name each Debenture is registered at
the close of business on the June 15 and December 15 immediately preceding the
relevant Interest Payment Date (each a “Record Date”) (other
than as provided in the Indenture).  A Holder must surrender
Debentures to a Paying Agent to collect principal payments.

       

      The
Company may pay interest in cash or, at any time on or after the one-year
anniversary of the Issue Date or (if later) the one-year anniversary of the
issuance date of any additional Debentures subsequently issued, in Common Stock
or any combination of cash and Common Stock, at the Company’s option, subject to
the terms and conditions of the Indenture.  If the Company makes any
such interest payment in shares of Common Stock, on the third Business Day
following the relevant Interest Payment Date, the Company shall issue and shall
deliver to each Holder on the relevant Record Date at the office or agency
maintained by the Company for such purpose pursuant to Section 4.04, a
certificate or certificates for, or effect a book-entry transfer through the
Depositary with respect to, the number of full shares of Common Stock issuable
in accordance with the provisions of the Indenture and a check or cash in
respect of any fractional interest in respect of a share of Common
Stock.

       

      The
Company will pay the principal of and cash interest on the Debentures at the
office or agency of the Company maintained for such purpose, in money of the
United States that at the time of payment is legal tender for payment of public
and private debts.  Until otherwise designated by the Company, the
Company’s office or agency maintained for such purpose will be the principal
Corporate Trust Office of the Trustee (as defined below).  However,
the Company may pay principal and cash interest by check payable in such money,
and may mail such check to the Holders of the Debentures at their respective
addresses as set forth in the Register of Holders of
Debentures.  Payments in respect of Debentures represented by a Global
Security (including principal and interest) will be made by the transfer of
immediately available funds to the accounts specified by the
Depositary.  The Company will make all payments in respect of a
Definitive Security (including principal and interest) by mailing a check to the
registered address of each Holder thereof as set forth in the Debenture
Register; provided,
however, that payments
on the Debentures may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Debentures, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant Record Date (or such other date as the
Trustee may accept in its discretion).

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      3.           PAYING
AGENT AND REGISTRAR.  The Bank of New York Mellon Trust Company, N.A.
(together with any successor Trustee under the Indenture referred to below, the
“Trustee”),
will act as Paying Agent, Conversion Agent and Registrar.  The Company
may change the Paying Agent, Conversion Agent, Registrar or co-registrar without
prior notice.  Subject to certain limitations in the Indenture, the
Company or any of its Subsidiaries may act in any such capacity.

       

      4.           INDENTURE.  The
Company issued the Debentures under an Indenture dated as of December 21, 2009
(the “Indenture”) between
the Company and the Trustee.  The terms of the Debentures include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the
“TIA”) as in
effect on the Issue Date.  The Debentures are subject to, and
qualified by, all such terms, certain of which are summarized hereon, and
Holders are referred to the Indenture and the TIA for a statement of such
terms.  However, to the extent any provision of any Debenture
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.  The Company will furnish
to any Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to: Chief Financial Officer, GenCorp
Inc., P.O. Box 537012, Sacramento, California 95853-7012.

       

      5.           REDEMPTION
AND REPURCHASE.  The Debentures are subject to certain redemption and
repurchase provisions under Article III of the Indenture.

       

      At any
time, the Company may redeem Debentures (an “Optional Redemption”)
pursuant to Section 3.01 of the Indenture for cash (except as set forth below
with respect to any Make Whole Optional Redemption Premium that may be payable),
in whole or in part, if the Last Reported Sale Price of the Common Stock has
been at least 150% of the Conversion Price then in effect for at least 20
Trading Days during any 30 consecutive Trading Day period ending within five
Trading Days prior to the date on which the Company provides the Redemption
Notice (as defined in subsection (f) of Section 3.01 of the
Indenture).  The price to be paid by the Company in connection with
the Optional Redemption (the “Redemption Price”)
will equal the sum of (1) 100% of the principal amount of the Debentures to be
redeemed, plus (2) accrued and unpaid interest, including Additional Interest,
if any, to, but excluding, the Redemption Date (as defined in subsection (f) of
Section 3.01 of the Indenture), plus (3) if the Company redeems the Debentures
prior to December 31, 2014, a Make Whole Optional Redemption Premium as
described in Section 3.01(b) of the Indenture.  If the Company redeems
Debentures pursuant to Section 3.01 of the Indenture prior to December 31, 2014,
the Company will make a Make Whole Optional Redemption Premium payment in cash,
in Common Stock or any combination of cash and Common Stock, at the Company’s
option, equal to the present value of the remaining scheduled payments of
interest that would have been made on the Debentures to be redeemed had such
Debentures remained outstanding from the Redemption Date to December 31, 2014,
subject to the terms and conditions of the Indenture.

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      Holders
have the right pursuant to Section 3.02 of the Indenture to require the Company
to repurchase the Debentures on December 31, 2014, 2019, 2024, 2029 and 2034
(each of which, an “Optional Repurchase
Date”).  The repurchase price payable for a Debenture (the
“Optional Repurchase
Price”) will equal the sum of (1) 100% of the principal amount of the
Debentures to be redeemed, plus (2) accrued and unpaid interest, including
Additional Interest, if any, to, but excluding, the Optional Repurchase Date,
unless such Optional Repurchase Date falls after a Record Date in respect of
such interest payment and on or prior to the corresponding Interest Payment
Date, in which case the Company will pay the full amount of accrued and unpaid
interest payable on such Interest Payment Date to the Holder of record at the
close of business on such Record Date.  The Company may elect to pay
the Optional Repurchase Price in cash, shares of Common Stock or any combination
of cash and shares of Common Stock, at the Company’s option, subject to the
terms and conditions of the Indenture.

       

      Upon the
occurrence of a Fundamental Change (the effective date of each such occurrence,
the “Fundamental
Change Date”), the Company shall notify the Holders and the Trustee in
writing of such occurrence and shall be required pursuant to Section 3.03 of the
Indenture to make an offer to repurchase all Debentures then outstanding at a
repurchase price in cash (the “Fundamental Change
Payment”) equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, including Additional Interest, if any, to, but excluding, the
Fundamental Change Purchase Date (as defined in Section 3.03(b) of the
Indenture) (unless the Fundamental Change Purchase Date is between a Record Date
and the Interest Payment Date to which it relates, in which case the Company
will pay accrued and unpaid interest on such Interest Payment Date to the Holder
of record on such Record Date and the Fundamental Change Payment will be equal
to 100% of the principal amount of the Debentures subject to repurchase and will
not include accrued and unpaid interest, including any Additional
Interest).

       

      If there
shall have occurred a Fundamental Change that constitutes a transaction or event
described in clause (1) or (2) of the definition of Fundamental Change (subject
to the paragraph immediately following such definition) (a “Make Whole Fundamental
Change”), the Company shall pay pursuant to Section 12.12 of the
Indenture a “Make
Whole Fundamental Change Premium” to the Holders of the Debentures who
elect to convert their Debentures in connection with such Make Whole Fundamental
Change.

       

      6.           SUBORDINATION.  The
Company’s payment of the principal of, and interest on the Debentures is
subordinated to the prior payment in full of the Company’s Senior Indebtedness
as set forth in the Indenture.  Each Holder by his or her acceptance
hereof covenants and agrees that all payments of the principal of, and interest
on the Debentures by the Company shall be subordinated in accordance with the
provisions of Article XI of the Indenture, and each Holder accepts and agrees to
be bound by such provisions.  The Company agrees, and each Holder by
accepting a Debenture agrees, that the indebtedness evidenced by the Debenture
is equal in right of payment to the Existing Pari Passu
Indebtedness.

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      7.           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Debentures are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Debentures may be registered and Debentures
may be exchanged as provided in the Indenture.  As a condition of
transfer, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Company or the Registrar need not
exchange or register the transfer of any Debenture or portion of a Debenture
submitted for repurchase.

       

      8.           PERSONS
DEEMED OWNERS.  The registered Holder of a Debenture may be treated as
its owner for all purposes.

       

      9.           AMENDMENTS
AND WAIVERS.  Subject to certain exceptions set forth in the
Indenture, (i) the Company and the Trustee may amend the Indenture or the
Debentures with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Debentures (including consents obtained
in connection with a tender offer or exchange offer for Debentures) and (ii) any
existing default may be waived with the consent of Holders of a majority in
aggregate principal amount of the then outstanding Debentures.

       

      The
Company and the Trustee may amend the Indenture or the Debentures without notice
to or the consent of any Holder of a Debenture to: (i) cure any ambiguity or
omission or correct any inconsistent or otherwise defective provision contained
in the Indenture or the Debentures, so long as such action will not materially
adversely affect the interests of Holders; (ii) provide for the assumption by a
surviving or successor corporation of the obligations of the Company under the
Indenture or evidence and provide for the acceptance of appointment of a
successor trustee pursuant to the Indenture; (iii) provide for uncertificated
Debentures in addition to or in place of Definitive Securities; provided that
the uncertificated Debentures are issued in registered form for purposes of
Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner
such that the uncertificated Debentures are described in Section 163(f)(2)(B) of
the Internal Revenue Code of 1986, as amended; (iv) add guarantees with respect
to the Debentures; (v) secure the Debentures; (vi) add to the Company’s
covenants for the benefit of the Holders or surrender any right or power
conferred upon the Company; (vii) make any change that does not materially
adversely affect the rights of any Holder; (viii) comply with the provisions of
any clearing agency, clearing corporation or clearing system, including DTC, the
Trustee or the Registrar with respect to the provisions of the Indenture or the
Debentures relating to transfers and exchanges of Debentures; (ix) comply with
any requirements under the TIA; or (x) conform the provisions of the Indenture
and the Debentures to the “Description of Debentures” section in the Company’s
offering memorandum dated December 15, 2009 relating to the
Debentures.

       

      Without
the consent of each Holder of a Debenture affected, an amendment or waiver under
Section 9.02 of the Indenture may not (with respect to any Debentures held by a
non-consenting Holder): (i) reduce the percentage in principal amount of
Debentures whose Holders must consent to an amendment of this Indenture or to
waive any past Default; (ii) reduce the rate of or extend the stated time for
payment of interest on any Debenture or reduce the amount or extend the stated
time for payment of Additional Interest; (iii) reduce the principal of or extend
the stated maturity of any Debenture; (iv) make any change that adversely
affects the conversion rights of any Debenture; (v) reduce the Redemption Price,
the Optional Repurchase Price or the Fundamental Change Payment of any Debenture
or amend or modify in any manner adverse to the Holders the Company’s obligation
to make such payment; (vi) make any principal or interest payable in a currency
other than that stated in the Debenture; (vii) impair the right of any Holder to
receive payment of principal of and interest, including any Additional Interest,
on such Holder’s Debentures on or after the due dates therefor or to institute
suit for the enforcement of any payment on or with respect to such Holder’s
Debentures; (viii) change the ranking of the Debentures; or (ix) make any change
in the provisions of clauses (i) through (viii) or in the waiver provisions of
the Indenture which require each Holder’s consent, except to increase the
percentage required for modification, amendment or waiver or to provide for the
consent of each affected Holder.

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      In
addition, no amendment of Article XI of the Indenture or any defined terms used
therein or any other Sections referred to in Article XI which adversely affects
the rights of holders of Senior Indebtedness, shall be effective unless the
holders of such Senior Indebtedness (required pursuant to the terms of such
Senior Indebtedness to give such consent) have consented thereto.

       

      10.           DEFAULTS
AND REMEDIES.  An “Event of Default”
with respect to any Debentures occurs if: (i) the Company defaults in the
payment of any installment of interest on the Debentures when due, whether or
not such payment is prohibited by the subordination provisions set forth in
Article XI of the Indenture, including any interest payable in connection with a
redemption or repurchase pursuant to Article III and Additional Interest, if
any, and continuance of such default for 30 days or more; (ii) the Company
defaults in the payment of principal of the Debentures when due at maturity,
upon redemption or repurchase pursuant to Article III of the Indenture, upon
acceleration or otherwise, whether or not such payment is prohibited by the
subordination provisions set forth in Article XI of the Indenture; (iii) the
Company defaults in the delivery when due of all Common Stock deliverable upon
conversion with respect to the Debentures, which default continues for five
calendar days; (iv) the Company fails to provide timely a Fundamental Change
Notice in accordance with Section 3.03 of the Indenture; (v) the Company fails
to comply with Section 5.01 of the Indenture; (vi) the Company defaults (other
than a default set forth in clauses (i), (ii), (iii), (iv) or (v) above) in the
performance of, or breaches, any other covenant or agreement of the Company set
forth in the Indenture or the Debentures and fails to remedy such default or
breach within a period of 60 days after its receipt of written notice (“Notice”)
thereof from the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Debentures; (vii) default by the Company or
default by any Significant Subsidiary with respect to any mortgage, agreement or
other instrument under which there is outstanding, or by which there is secured
or evidenced, any indebtedness for money borrowed having a principal amount in
excess of $10,000,000 in the aggregate, whether such indebtedness now exists or
shall hereafter be created, (1) resulting in such indebtedness becoming or being
declared due and payable prior to its express maturity date or (2) constituting
a failure to pay at least $10,000,000 of such indebtedness when due and payable
(after the expiration of any applicable grace period) at its stated maturity,
upon required repurchase, upon declaration or otherwise; provided that any such
Event of Default shall be deemed cured and not continuing upon payment of such
indebtedness or rescission of such declaration; (viii) a final judgment for the
payment of $10,000,000 or more (excluding any amounts covered by insurance or
bond) rendered against the Company or any Significant Subsidiary by a court of
competent jurisdiction, which judgment is not discharged, stayed, vacated, paid
or otherwise satisfied within 60 days after (1) the date on which the right to
appeal thereof has expired if no such appeal has commenced, or (2) the date on
which all rights to appeal have been extinguished; or (ix) certain events
involving bankruptcy, insolvency or reorganization of the Company or any
Significant Subsidiary.  If an Event of Default occurs and is
continuing, (i) the Trustee (by written notice to the Company); or (ii) the
Holders of at least 25% in aggregate principal amount of the then-outstanding
Debentures, by written notice to the Company and the Trustee, may declare the
unpaid principal of, and accrued and unpaid interest, on all Debentures then
outstanding to be due and payable immediately, except that in the case of an
Event of Default arising from certain events of bankruptcy, insolvency, or
reorganization with respect to the Company all outstanding Debentures become due
and payable without further action or notice.  Holders of Debentures
may not enforce the Indenture or the Debentures except as provided in the
Indenture.  The Trustee may require an indemnity satisfactory to it
before it enforces the Indenture or the Debentures.  Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Debentures may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal, or interest, if applicable)
if it determines that withholding notice is in their interests.  The
Company must furnish an annual compliance certificate to the
Trustee.

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

      11.           TRUSTEE
DEALINGS WITH THE COMPANY.  The Trustee or any of its Affiliates, in
their individual or any other capacities, may make or continue loans to or
guaranteed by, accept deposits from and perform services for the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates as if it
were not Trustee.

       

      12.           NO
RECOURSE AGAINST OTHERS.  No director, officer, employee or
shareholder, as such, of the Company shall have any liability for any
obligations of the Company under the Debentures or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  Each Holder by accepting a Debenture waives and releases
all such liability.  The waiver and release are part of the
consideration for the Debentures.

       

      13.           AUTHENTICATION.  This
Debenture shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

       

      14.           ABBREVIATIONS.  Customary
abbreviations may be used in the name of a holder or an assignee, such as: TEN
CO = tenants in common, TEN ENT = tenants by the entireties, JT TEN = joint
tenants with right of survivorship and not as tenants in common, CUST =
Custodian and U/G/M/A = Uniform Gifts to Minors Act.

       

      15.           CONVERSION.  Subject
to and upon compliance with the provisions of the Indenture, the registered
Holder of this Debenture has the right at any time before the close of business
on the Business Day prior to the Maturity Date (or in case this Debenture or any
portion hereof is subject to a Redemption Notice or a duly completed election
for repurchase, before the close of business on the Business Day prior to the
Redemption Date, the Optional Repurchase Date or the Fundamental Change Purchase
Date (unless the Company defaults in payment due upon redemption or repurchase))
to convert each $1,000 principal amount of Debentures into 111.0926 shares of
common stock of the Company (“Common Stock”), as
adjusted from time to time as provided in the Indenture, including with respect
to the Make Whole Fundamental Change Premium (the “Conversion Rate”),
upon surrender of this Debenture to the Company at the office or agency
maintained for such purpose (and at such other offices or agencies designated
for such purpose by the Company), accompanied by written notice of conversion
duly executed (and if the shares of Common Stock to be issued on conversion are
to be issued in any name other than that of the registered Holder of this
Debenture by instruments of transfer, in form satisfactory to the Company, duly
executed by the registered Holder or its duly authorized attorney) and, in case
such surrender shall be made during the period from the close of business on the
Record Date immediately preceding any Interest Payment Date through 9:00 a.m.
New York City time on such Interest Payment Date, also accompanied by payment,
in funds acceptable to the Company, of an amount equal to the interest,
otherwise payable on such Interest Payment Date on the principal amount of this
Debenture then being converted; provided, however, that no such payment
need be made if the Debentures are surrendered for conversion after the final
Record Date.  Subject to the aforesaid requirement for a payment in
the event of conversion after the close of business on a Record Date immediately
preceding an Interest Payment Date, no adjustment shall be made on conversion
for interest accrued hereon or for dividends on Common Stock delivered on
conversion.  The right to convert this Debenture is subject to the
provisions of the Indenture relating to conversion rights in the case of certain
consolidations, mergers, or sales or transfers of substantially all the
Company’s assets.

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

       

      The
Company shall not issue fractional shares or scrip representing fractions of
shares of Common Stock upon any such conversion, but shall make an adjustment
therefor in cash based upon the Last Reported Sale Price of the Common Stock on
the date of conversion or, in lieu of making such cash payment, the Company may
elect to round up to the next whole share the number of shares of Common Stock
to be issued to the Holder of this Debenture upon conversion.

       

      16.           GOVERNING
LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

       

      The
Company will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Debenture in
larger type.  Requests may be made to the Company at the address set
forth for notice in the Indenture.

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

       

      The
following exchanges of a part of this Global Security for an interest in another
Global Security or for a Definitive Security, or exchanges of a part of another
Global Security or Definitive Security for an interest in this Global Security,
have been made:

       

      
        	
                
                  Date
      of Transfer

                

              	
                
                  Amount
      of Decrease in Principal Amount of this Global
    Security

                

              	
                
                  Amount
      of Increase in Principal Amount of this Global
    Security

                

              	
                
                  Principal
      Amount of this Global Security following such increase or
      decrease

                

              	
                
                  Signature
      of Authorized

                  Signatory
      of Trustee or Registrar

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      

       

      FORM OF
CONVERSION NOTICE TO: GENCORP INC.

       

      The
undersigned registered owner of the Debenture hereby irrevocably exercises the
option to convert this Debenture, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of
GenCorp Inc. in accordance with the terms of the Indenture referred to in this
Debenture, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and
Debentures representing any unconverted principal amount hereof, be issued and
delivered to the registered Holder hereof unless a different name has been
indicated below.  If shares or any portion of this Debenture not
converted are to be issued in the name of a Person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect
thereto.  Any amount required to be paid by the undersigned on account
of interest and taxes accompanies this Debenture.

       

      Dated:

       

      Fill in
for registration of shares if to be delivered, and Debentures if to be issued,
other than to and in the name of the registered Holder:

       

      (Please
Print):

      

        _______________________________________________

      

                                              (Name)

      _______________________________________________

                                       (Street
Address)

      


      _______________________________________________

                                (City,
State and Zip Code)

      


      Signature
Guarantee:_______________________________

      _______________________________________________

      _______________________________________________

       

      Signature
(s)

      


      Principal
amount to be converted (if less than all):

      $______,000

      


      _______________________________________________

      Social
Security or other Taxpayer Identification Number

      
        	
                Date:

              	 
      	 
      
	
                 

                [Medallion
      Signature Guarantee:

              	 
      


      

      [Signatures
must be guaranteed by an eligible Guarantor Institution (banks, brokers,
dealers, savings and loan associations and credit unions) with membership in an
approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15 if shares are to be issued, or Debentures are
to be delivered, other than to and in the name of the registered
holder(s).  Medallion Signature Guarantees will be required for
Definitive Securities.]

       

      
        
          
          

        

        
          A-13

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT
FORM

       

      To assign
this Debenture, fill in the form below:

      (I) or
(we) assign and transfer this Debenture to

       

      ______________________________________________________________

      (Insert
assignee’s social security or tax I.D. no.)

       

      ______________________________________________________________

      ______________________________________________________________

      ______________________________________________________________

      (Print or
type assignee’s name, address and zip code)

       

      and
irrevocably appoint agent to transfer this Debenture on the books of the
Company.  The agent may substitute another to act for
him.

       

      
        
          	
                  Your
      Signature:

                	 
      
	 	
                  (Sign
      exactly as your name appears on the other
      side of this Debenture)

                
	
                  Date:

                	 
      	 
      
	
                   

                  Medallion
      Signature Guarantee:

                	 
      


        

      

       

      
        	
                Your
      Signature:

              	 	 


      

       

      
        	
                 
      

              	
                (Sign
      exactly as your name appears on the other side
  of

              


      

       

      
        	
                 
      

              	
                this
      Debenture)

              


      

       

      
        	
                 
      

              	
                Date:_____________________

              


      

       

      
        	
                Medallion
      Signature Guarantee:

              	 


      

       

      [FOR
INCLUSION ONLY IF THIS DEBENTURE BEARS A RESTRICTED SECURITIES LEGEND ––] In
connection with any transfer of any of the Debentures evidenced by this
certificate which are “restricted securities” (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that the
Debentures are being transferred:

       

      CHECK ONE
BOX BELOW

       

      
        	
                 
      

              	
                (1)

              	
                [   ]

              	
                to
      the Company or one of its subsidiaries;
or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                [   ]

              	
                pursuant
      to and in compliance with Rule 144A under the Securities Act of 1933;
      or

              


      

       

      
        	
                 
      

              	
                (3)

              	
                [   ]

              	
                pursuant
      to an exemption from registration under the Securities Act of 1933
      provided by Rule 144 thereunder.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                [   ]

              	
                pursuant
      to an shelf registration statement of the Company that has been declared
      effective under the Securities Act of 1933, in connection with the
      transfer of such shares of Common Stock
..

              


      

       

       

      
        
          
          

        

        
          A-14

          
            

          

        

        
          
          

        

      

       

      
        Unless
one of the boxes is checked, the Registrar will refuse to register any of the
Debentures evidenced by this certificate in the name of any Person other than
the registered Holder thereof; provided, however, that if
box (2) or (3) is checked, the Trustee may require, prior to registering any
such transfer of the Debentures, such certifications and other information, and
if box (3) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the Trustee of a standing letter of
instruction, to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933; provided that this paragraph
shall not be applicable to any Debentures which are not “restricted securities”
(as defined in Rule 144 (or any successor thereto) under the Securities
Act).

      

       

      
        	
                Your
      Signature:

              	 
      
	 	
                (Sign
      exactly as your name appears on the other
      side of this Debenture)

              
	
                Date:

              	 
      	 
      
	
                 

                Medallion
      Signature Guarantee:

              	 
      


      

      


      
        
          
          

        

        
          A-15

          
            

          

        

        
          
          

        

      

       

      OPTION OF
HOLDER TO ELECT REPURCHASE

       

      If you
wish to have this Debenture repurchased by the Company pursuant to Section 3.02
or 3.03 of the Indenture, as the case may be, check the
box:  [  ]

       

      If you
wish to have a portion of this Debenture purchased by the Company pursuant to
3.02 or 3.03 of the Indenture, as the case may be, state the amount (in
multiples of $1,000):  $_____________.

       

      
        	
                Your
      Signature:

              	 	 


      

       

      
        	
                 
      

              	
                (Sign
      exactly as your name appears on the other side
  of

              


      

       

      
        	
                 
      

              	
                this
      Debenture)

              


      

       

      
        	
                 
      

              	
                Date:_____________________

              


      

       

      Medallion
Signature Guarantee:______________________

       

      
        
          
          

        

        
          A-16

          
            

          

        

        
          
          

        

         

      

      EXHIBIT B

       

      FORM OF
CERTIFICATION

      FOR TRANSFER PURSUANT TO
RULE 144

       

      [Date]

      


      
         
The Bank
of New York Mellon Trust Company, N.A.

      

      
         
700 S.
Flower Street, Suite 500

      

      
         
Los
Angeles, California 90017

      

      
        	
                Attention:

              	
                Corporate
      Trust Division - Corporate Finance
Unit

              


      

      


      Re:  4.0625% Convertible
Subordinated Debentures due 2039 (the “Debentures”) of GenCorp Inc. (the
“Company”)

       

      Ladies
and Gentlemen:

       

      Reference
is hereby made to the Indenture, dated as of December 21, 2009 (as amended and
supplemented from time to time, the “Indenture”), between the Company and The
Bank of New York Mellon Trust Company, N.A., as Trustee.  Capitalized
terms used but not defined herein shall have the meanings given them in the
Indenture.

       

      In
connection with our proposed sale of $________ aggregate principal amount of the
Debentures [in the case of a
transfer of an interest in a 144A Global Debenture:  , which
represent an interest in a 144A Global Debenture beneficially owned by] the
undersigned (“Transferor”), we confirm that such sale has been effected pursuant
to and in accordance with Rule 144 under the Securities Act of 1933, as
amended.

       

      You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

       

      Very
truly yours,

       

      [Name of
Transferor]

       

      By:____________________________

       

      _______________________________

      Authorized
Signature

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
C

       

      FORM OF
RESTRICTED STOCK LEGEND

       

      THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR
OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY
ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE
BENEFIT OF GENCORP INC. (THE “COMPANY”) THAT IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY
BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR
AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER (PROVIDED THAT, IN THE CASE OF ANY SALE, PLEDGE OR OTHER TRANSFER
PURSUANT TO THIS CLAUSE (X), SO LONG AS THIS SECURITY CONSTITUTES A “RESTRICTED
SECURITY” AS DEFINED IN RULE 144, SUCH SALE, PLEDGE OR TRANSFER SHALL BE DONE IN
COMPLIANCE WITH RULE 144), AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR (C) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (A “QIB”) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QIB AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE (OTHER THAN A
TRANSFER PURSUANT TO RULE 144), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO
REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT D

       

      FORM OF
TRANSFER CERTIFICATE FOR TRANSFER

       

      OF
RESTRICTED COMMON STOCK

       

      (Transfers
pursuant to Section 12.11(c) of the Indenture)

       

      
         
BNY
Mellon Shareowner Services

      

      
         
Receive
and Deliver Department

      

      
         
P.O. Box
11002

      

      
         
New York,
NY 10286-1002

      

      


      
        	
                 
      

              	
                Re:

              	
                Restricted
      Common Stock of GenCorp Inc.

              


      

       

      Reference
is hereby made to the Indenture dated as of December 21, 2009 (the “Indenture”)
between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as
Trustee.  Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

       

      This
letter relates to _________ shares of Common Stock represented by the
accompanying certificate(s) that were issued upon conversion of Debentures and
which are held in the name of [name of transferor] (the “Transferor”) to effect
the transfer of such Common Stock.

       

      Such
shares of Common Stock are only being transferred:

       

      CHECK ONE
BOX BELOW

       

      
        	
                 
      

              	
                (1)

              	
                [   ]

              	
                to
      the Company or one of its subsidiaries;
or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                [   ]

              	
                pursuant
      to and in compliance with Rule 144A under the Securities Act of 1933;
      or

              


      

       

      
        	
                 
      

              	
                (3)

              	
                [   ]

              	
                pursuant
      to an exemption from registration under the Securities Act of 1933
      provided by Rule 144 thereunder.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                [   ]

              	
                pursuant
      to an shelf registration statement of the Company that has been declared
      effective under the Securities Act of 1933, in connection with the
      transfer of such shares of Common Stock
..

              


      

       

      
        	
                 
      

              	
                [signature page
      follows]

              


      

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      Unless
one of the boxes is checked, the transfer agent will refuse to register any of
the Common Stock evidenced by this certificate in the name of any Person other
than the registered Holder thereof; provided, however, that if
box (2) or (3) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information,
and if box (3) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the transfer agent of a standing letter of
instruction, to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.]

       

      
        	
                [Name
      of Transferor],

              
	By:	
                                                                

              
	 	
                Name:

              
	 	
                Title:

              


      

      Dated:

       

       

       

      
        
          
          

        

        
          D-2